Yifan Pharmaceutical Co.Ltd(002019)
Yifan Pharmaceutical Co., Ltd. insider registration management system
(revised in April 2002)
catalogue
Chapter I General Provisions 3 Chapter II Scope of inside information and insiders of inside information Chapter III confidentiality management of inside information Chapter IV Registration and filing management of insider information Chapter V Management of Insider Trading Company Securities Chapter VI accountability measures 11 chapter VII Supplementary Provisions twelve
Chapter I General Provisions
Article 1 in order to further standardize the management of inside information of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, establish files of insiders of inside information and prevent insider trading, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and rules, as well as the relevant provisions of Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “inside information” as mentioned in this system refers to the information involving the operation and finance of the company or having a significant impact on the price of the company’s securities market, which has not been officially disclosed on the website of the stock exchange and the media meeting the conditions stipulated by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in accordance with Article 52 of the securities law.
Article 3 this system is applicable to the company and its subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them, as well as other insider information specified in this system.
Chapter II Scope of inside information and insiders
Article 4 the scope of insiders of the company includes but is not limited to the following contents:
(I) major events that may have a great impact on the company’s stock trading price, including: 1. Major changes in the company’s business policy and business scope;
2. For the company’s major investment behavior, the company purchases and sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
3. The company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
4. The company has major debts and fails to pay off the due major debts;
5. The company incurs major losses or losses;
6. Major changes in the external conditions of the company’s production and operation;
7. The chairman or manager is unable to perform his duties due to the change of directors, more than 1 / 3 supervisors or managers of the company;
8. The situation of shareholders or actual controllers holding more than 5% of the shares of the company or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
9. The company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
10. Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
11. The company’s suspected crimes are investigated according to law, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of crimes and taken compulsory measures according to law;
12. Other matters prescribed by the CSRC.
(II) major events that may have a great impact on the trading price of bonds of listed and traded companies, including:
1. Major changes in the company’s ownership structure or production and operation status;
2. The credit rating of corporate bonds changes;
3. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
4. The company fails to pay off its due debts;
5. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
6. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
7. The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
8. The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
9. Major litigation and arbitration involving the company;
10. The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
11. Other matters prescribed by the CSRC.
Article 5 insiders of the company’s inside information refer to relevant internal and external personnel of the company who can contact and obtain inside information.
Article 6 the scope of insiders of the company’s inside information includes but is not limited to the following personnel:
(I) relevant internal personnel of the company who can contact and obtain inside information:
1. The company and its directors, supervisors and senior managers;
2. Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers;
3. Personnel participating in the planning and decision-making of the company;
4. Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company.
(II) external relevant personnel who can contact and obtain the company’s inside information:
1. Shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers;
2. The controlling shareholder, the largest shareholder, the actual controller of the company and its directors, supervisors and senior managers;
3. Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any);
4. Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any);
5. Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities registration and settlement institutions and intermediary institutions;
6. Staff members of relevant competent departments and regulatory institutions who can obtain insider information due to their statutory duties in the issuance and trading of securities or the management of the company and its acquisitions and major asset transactions;
7. Personnel of other external units who obtain relevant inside information from the company according to law;
8. Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events;
(III) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(IV) other personnel who can obtain inside information as stipulated by the CSRC.
Chapter III confidentiality management of inside information
Article 7 the company and insiders of inside information shall keep the insiders of the information to a minimum before information disclosure.
Article 8 the controlling shareholders, actual controllers and shareholders holding more than 5% of the company’s shares shall strictly control the scope of information insiders when planning major events that may have a significant impact on the company’s stock price, and sign confidentiality agreements with relevant intermediaries and insiders of the major events before starting, so as to clarify the rights, obligations and liabilities for breach of contract of all parties.
Article 9 insiders of inside information shall have the obligation of confidentiality and shall not disclose the inside information before it is disclosed according to law
Disclose or divulge the company’s inside information, and shall not use the inside information to buy or sell or suggest others to buy or sell the company’s shares and their derivatives, and shall not use the inside information in the investment value analysis report, research report and other documents.
Article 10 the company shall strengthen the examination and management of external publicity documents and pass the performance description meeting and analysts
When communicating with any unit or individual on the company’s operation, financial status and other events in the form of meetings, roadshows and investor research, insider information shall not be provided.
Article 11 the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position, and shall not require the board of directors to provide them with inside information.
Article 12 before providing inside information to any unit or individual, the company shall confirm that it has signed a confidentiality agreement with the company or has confidentiality obligations to the company.
Chapter IV Registration and filing management of insiders
Article 13 before the public disclosure of inside information according to law, the company shall fill in the insider file of the company’s inside information (see Annex I for the format), and submit it to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) within 5 trading days after the first public disclosure of inside information according to law.
Article 14 the management of insider information is the responsibility of the company’s board of directors. The company’s board of directors shall timely register and submit insider files, and check the authenticity, accuracy and integrity of insider information to ensure the authenticity, accuracy and integrity of insider files. The chairman is the main responsible person, and the Secretary of the board of directors is responsible for the registration and filing of insiders of the company. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform such duties on behalf of the Secretary of the board of directors.
The Secretariat of the board of directors of the company, as the daily office for the registration and filing of insider information, is specifically responsible for the filing, registration, summary and submission of insider information.
The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 15 all business departments of the company shall appoint special personnel to be responsible for the registration and transmission of insider information generated by their departments; The insiders of the subsidiaries and branches designated by them to carry out the insider information that can have a significant impact on the registration work of their subsidiaries and branches.
Article 16 the registration and filing of the company’s inside information adopts the method of one record for each event, that is, each insider file of inside information involves only one insider information item, and the insider files involved in different insider information items are recorded separately. The files of insiders of inside information shall include: name or name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the company, position, related person, relationship type, date, place, way, stage, content, registrant information, registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information. The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 17 the directors, supervisors and senior managers of the company, as well as the main principals of all departments, branches (subsidiaries) of the company and joint-stock companies that can have a significant impact on them, shall actively cooperate with the company in the registration and filing of insiders of inside information, and timely inform the insiders of inside information and relevant changes.
Article 18 shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insider information insiders of the company shall actively cooperate with the company in the registration of insider information insiders, and timely provide the company with true, accurate and complete insider information, insider file information and relevant changes in accordance with the requirements of relevant laws and regulations.
Article 19 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the company’s securities trading price, they shall fill in the insider file of their own unit.
Where securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the company’s securities trading price, they shall fill in the insider files of their own institutions.
Acquirers, major asset restructuring counterparties and other initiators involved in the company and having a significant impact on the company’s securities trading price shall fill in the insider files of their own units.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to the company in stages according to the progress of the matter. The delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information.
The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Article 20 if the personnel of the administrative department come into contact with the inside information of the company, they shall do a good job of registration in accordance with the requirements of the relevant administrative department. If the company needs to regularly submit information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before the disclosure of insider information, it can be regarded as the same insider information without significant changes in the reporting department and content, register the name of the administrative department in the same form, and continuously register the time of submitting information. In addition to the above circumstances, when the circulation of inside information involves the administrative department, the company shall register the name of the administrative department, the reason for contacting the inside information and the time of knowing the inside information in the insider file in the way of recording one thing.
Article 21 when the company discloses the following major matters, it shall report to the Shenzhen stock exchange the relevant insider information files:
(I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger and division
