Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the inside information management of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, maintain the principle of fairness in information disclosure and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies and other laws, regulations and normative documents, as well as the articles of association, and in combination with the actual situation of the company. Article 2 the board of directors of the company shall timely register and submit the insider files in accordance with the relevant rules of the CSRC and the stock exchange, and ensure that the insider files are true, accurate and complete. The chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information of the company. 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 3 the Secretary of the board of directors is responsible for the release of the company’s inside information. Without the written authorization of the board of directors, no other unit or person shall release any inside information. The office of the board of directors of the company is the daily work department of the company’s information disclosure management and insider information registration management.
Chapter II inside information and insiders
Article 4 the term “inside information” as mentioned in this system refers to the unpublished information involving the operation and finance of the company or having a significant impact on the trading price of the company’s securities and their derivatives in accordance with the relevant provisions of the securities law. The following information is inside information: (1) major changes in the company’s business policy and business scope; （2） For the company’s major investment, the company purchases or 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;
Liabilities, equity and operating results have a significant impact; （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 directors, more than one-third of the supervisors or the general manager of the company change, and the chairman or general manager is unable to perform his duties; （8） The situation of shareholders or actual controllers holding more than 5% of the company’s shares 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 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; （12） Major changes in the company’s ownership structure or production and operation status; （13） The credit rating of corporate bonds changes; （14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company; （15） The company fails to pay off its due debts; （16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year; （18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year; （19） 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; （20） Major litigation and arbitration involving the company; （21） 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; （22） Other matters stipulated by the securities regulatory authority under the State Council and the stock exchange. Article 5 unpublished means that the company fails to disclose information in the designated newspapers and periodicals China Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）Formal disclosure. Article 6 the insider referred to in this system refers to the relevant personnel in accordance with the relevant provisions of the securities law. Refers to relevant internal and external personnel of the company who can access and obtain insider information, including but not limited to: (1) the company and its directors, supervisors and senior managers; （2） Shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, the actual controller of the company and its directors, supervisors and senior managers; (III) the company controlled or actually controlled by the company and its directors, supervisors and senior managers; (IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company; (V) the company’s directors, supervisors, controlling parties and their actual assets; (VI) relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions who can obtain insider information due to their position and work; (VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work; (VIII) staff of relevant competent departments and regulatory institutions who can obtain inside information due to their statutory duties in the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions; （9） Other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter III Registration and filing
Article 7 before the public disclosure of inside information according to law, the company shall truthfully and completely fill in the files of inside information insiders of the company (see the annex) in accordance with the provisions of this system, and timely record the list of inside information insiders in the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information. Article 8 the office of the board of directors of the company shall be responsible for the registration and filing, and the Secretary of the board of directors shall organize the implementation. The Secretary of the board of directors shall register and record while relevant personnel know the inside information, and the registration and record materials shall be kept for at least ten years. While submitting the files of insiders, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the information of insiders and the contents of the memorandum on the progress of major events, and notify all insiders of the relevant provisions of relevant laws and regulations on insiders. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
The contents of ninth insider information files include, but are not limited to, the name of insider information, ID number, knowledge of insider information time, knowledge of location of insider information, knowledge of insider information, content of insider information, information of internal information, registration time and so on. Article 10 when the shareholders, actual controllers and their related parties of the company study and initiate major matters related to the company, as well as other matters that have a significant impact on the company’s share price, they shall fill in the file of the insider of the unit. Article 11 where securities companies, securities service institutions, law firms and other intermediary institutions are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the company’s stock price, they shall fill in the files of insiders of their own internal information. Article 12 acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall fill in the files of insiders of the unit. Article 13 the subject specified in Articles 10 to 12 of the system shall deliver the insider files to the company in stages according to the progress of the matter, but 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 requirements of Articles 7 and 9 of this system, and shall be confirmed by insiders of inside information. Article 14 Where the company needs to regularly submit information to the relevant administrative department in accordance with the requirements of relevant laws, regulations and policies before disclosure, 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 each event. Article 15 for major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and share repurchase, in addition to filling in the insider files of the listed company, the company shall also prepare a memorandum on the progress of major matters, including but not limited to the time of each key point in the planning and decision-making process, the list of planning personnel, the planning and decision-making methods, etc. Relevant personnel involved in the memorandum shall sign on the Memorandum for confirmation.
The company shall, within 5 trading days after the public disclosure of the inside information according to law, submit the files of insiders of the inside information and the memorandum on the progress of major events (signed and confirmed by relevant personnel) to the securities regulatory bureau and Shenzhen Stock Exchange in the place where the company is registered. Article 16 the company’s directors, supervisors, senior managers and the main principals of all functional departments, branches and holding subsidiaries shall do a good job in the registration and filing of insiders, and timely inform the company of the insiders and the changes of relevant insiders. Article 17 shareholders, actual controllers, purchasers, counterparties, securities service institutions and other insiders of the company shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.
Chapter IV confidentiality and accountability
Article 18 insiders of the company’s inside information shall have the responsibility and obligation to keep confidential the inside information they know, and sign relevant confidentiality agreements and notices prohibiting insider trading with the company. They shall not disclose the inside information in any form without authorization, conduct insider trading, or suggest or cooperate with others to buy and sell the company’s securities. Article 19 before the insider information is disclosed according to law, the company, the controlling shareholder and the actual controller shall control the insider of the insider information to a minimum. Major information shall be submitted and kept by designated personnel. Article 20 before the inside information is publicly disclosed according to law, the controlling shareholder and actual controller of the company shall not abuse their shareholder rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information. Article 21 If insiders disclose the inside information they know or use the inside information to carry out insider trading, spread false information, manipulate the securities market or commit fraud, which has caused serious impact or loss to the company, the company will punish the relevant responsible person or require him to bear compensation liability in accordance with relevant regulations. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law. Article 22 If the sponsors, securities service institutions and their personnel who issue special documents for the company to fulfill the obligation of information disclosure, shareholders or potential shareholders holding more than 5% of the shares of the company, or the actual controller of the company disclose the company’s information without authorization and cause losses to the company, the company reserves the right to investigate their responsibilities. In accordance with the regulations and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company shall conduct self-examination on the trading of the company’s shares and their derivatives by insiders within 5 trading days after the announcement of the annual report, semi annual report and relevant major events. If it is found that insiders of inside information conduct insider trading, disclose inside information or suggest others to use inside information for trading, the company will verify and investigate the responsibilities of relevant personnel in accordance with this system, submit relevant information and handling results to the securities regulatory bureau and Shenzhen Stock Exchange in the place of registration of the company for filing within 2 working days, and make announcements in accordance with the requirements of regulatory authorities.
Chapter V supplementary provisions
Article 23 matters not covered in this system shall be implemented in accordance with the provisions of relevant laws, regulations, departmental rules and normative documents. Article 24 the system shall come into force after being deliberated and approved by the board of directors of the company, and the same shall apply to the modification. Article 25 the system shall be interpreted by the board of directors of the company. Attachment: Insider files
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) April 2022
enclosure:
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) insider files
Insider information matters (Note 1):
Internal syndrome
Curtain piece
Information type information registration order information type shareholder contact communication belongs to the relationship with the public relations department of the listing type information record mark information mobile phone address unit company relationship position person type date information place information method content level time Personal information code letter
