Vanfund Urban Investment&Development Co.Ltd(000638)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information and maintain the principle of fairness in information disclosure, This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association.
Article 2 the board of directors is the management organization of the company’s inside information.
Article 3 the deputy general manager in charge of securities affairs of the company is the person in charge of internal information confidentiality of the company. The securities affairs department is specifically responsible for the supervision and information disclosure of the company’s inside information.
Article 4 the Secretary of the board of directors and the securities affairs department shall be responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. The Secretary of the board of directors shall be responsible for the collection of the company’s inside information. When insiders know the inside information, they shall timely report to the board of directors and the Secretary of the board of directors of the company; Insiders of inside information shall have the obligation of confidentiality before the disclosure of the inside information. Before the disclosure of the inside information according to law, they shall not disclose or disclose the inside information of the listed company, nor use the inside information to buy or sell or suggest others to buy or sell the company’s shares and their derivatives.
Article 5 the securities affairs department is the only information disclosure institution of the company. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world. The documents, mobile hard disks, audio (video) tapes, CDs and other materials related to insider information and information disclosure reported and transmitted to the outside world must be reviewed and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the degree of importance) and filed with the Secretary of the board of directors of the company before they can be reported and transmitted to the outside world.
Article 6 the directors, supervisors and senior managers of the company and all departments and branches (subsidiaries) of the company shall keep the inside information confidential and actively cooperate with the Secretary of the board of directors in the registration and filing of insiders of the inside information.
Chapter II Scope of inside information and insiders
Article 7 the insider information referred to in this system refers to the unpublished information known to insiders that involves the operation and finance of the company or has a significant impact on the market price of the company’s securities. Not disclosed means that the company has not disclosed publicly on the information disclosure media or website of listed companies designated by the CSRC.
Article 8 the scope of inside information referred to in this system includes but is not limited to:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which 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;
(III) important contracts, guarantees or related party transactions concluded by the company may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) 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;
(VIII) shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have changed greatly in their engagement in the same or similar business as the company;
(IX) the company’s plans to distribute dividends and increase capital, 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;
(x) 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 is suspected of committing a crime and is investigated according to law. The controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial organ;
（12） The credit rating of corporate bonds changes;
（13） Major changes in the company’s ownership structure;
（14） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（15） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（16） Other matters prescribed by the securities regulatory authority under the State Council.
Article 9 the insider who needs to be registered in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company’s insider information, including but not limited to:
(I) directors, supervisors and senior managers of the company;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controllers of the company and their directors, supervisors and senior managers;
(III) wholly owned and holding subsidiaries of the company and their 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 the company and its acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter III Registration and filing of insiders
Article 10 the company shall truthfully register all insider information in all links before the disclosure of insider information, timely record the list of insider information 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 insider information, and establish relevant files. Insiders of inside information shall confirm. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement). The CSRC and its dispatched offices and stock exchanges can query the files of insiders of inside information.
Article 11 the board of directors of the company shall timely register and submit the insider files in accordance with the relevant provisions of the CSRC and the relevant rules of Shenzhen 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 12 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 registration form of insiders (see the annex for details).
Where securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the company’s securities trading price, they shall fill in the registration form of insiders. Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s securities trading price shall fill in the registration form of insiders.
The above-mentioned entities shall ensure the authenticity, accuracy and completeness of the registration form of insiders, and deliver the registration form of insiders to the Securities Department of the company in stages according to the progress of the matter. The delivery time of the complete registration form of insiders shall not be later than the time of public disclosure of the inside 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 register the insiders of the inside information in the circulation of the inside information it knows, and summarize the files of the insiders of all parties involved in paragraphs 1 to 3.
Article 13 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 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 continue to 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 registration form of insiders of inside information in the way of one record for one thing.
Article 14 when a company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off and listing, share repurchase, or discloses other matters that may have a significant impact on the company’s securities trading price, in addition to requiring insiders to fill in the registration form of insiders, it shall also make a memorandum on the progress of major events, The contents include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the memorandum to sign on the Memorandum for confirmation, and submit the registration form of insiders of insider information and the memorandum on the progress of major events to Shenzhen Stock Exchange within 5 working days after the disclosure of insider information according to law.
Article 15 the company’s directors, supervisors, senior managers and the main principals of all functional departments, branches and holding subsidiaries shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information.
Article 16 the company shall inform insiders outside the company, including shareholders, actual controllers, purchasers, traders, intermediary service institutions and other insiders of the system, remind and urge these insiders to actively cooperate with the company in the archives of insiders, Timely inform the company of the insider information of major events that have occurred or are to occur and the change of relevant insider information.
Chapter IV confidentiality of inside information and accountability
Article 17 the company shall take necessary measures to minimize the scope of information before the public disclosure of insider information to ensure that it is under control.
Article 18 before the company’s inside information is published, insiders who have the opportunity to obtain the inside information shall not disclose, report and transmit the contents of the inside information to the outside world, nor use the inside information to make profits for themselves, relatives or others, nor buy or sell the company’s securities or suggest others to buy or sell the company’s securities.
Article 19 before the announcement of the company’s periodic report, financial staff and insiders shall not disclose and submit the company’s quarterly, semi annual and annual statements and relevant data to the outside world. Before the formal announcement, they shall not spread, paste or discuss in any form on the company’s internal website, forum, bulletin board or other media.
Article 20 before the disclosure of the company’s inside information, the company’s major shareholders and actual controllers shall not abuse their shareholders’ rights and dominant position to require the company to provide them with inside information. If the major shareholder or actual controller has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse.
Article 21 when the controlling shareholders, actual controllers and other relevant parties of the company plan major matters involving the company’s equity incentive, merger and reorganization, private placement and so on, they shall make a confidentiality plan for relevant information before starting, and shall sign a confidentiality agreement with relevant intermediaries, participants and insiders of such major matters to clarify the rights, obligations and liabilities for breach of contract of each party to the agreement.
Article 22 If the company needs to provide unpublished information to other units or individuals due to working relationship, it shall confirm that it has signed a confidentiality agreement or obtained its commitment to the confidentiality of relevant information before providing it.
Article 23 non insider information insiders shall consciously avoid asking for insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Article 24 for insiders who violate this system and disclose insider information without authorization, the board of directors of the company will punish the relevant responsible persons according to the seriousness of the circumstances and the loss and impact on the company, and investigate their legal responsibilities in accordance with laws, regulations and normative documents; If a crime is involved, its criminal responsibility shall be investigated.
Article 25 if non company insiders violate this system and cause serious consequences in the society, the company will apply to the competent departments such as CSRC and Shenzhen stock exchange for corresponding punishment; If it causes heavy losses to the company, it will file a legal lawsuit. If it constitutes a crime, it will be handed over to the judicial organ for handling.
Article 26 If sponsors, securities service institutions and other personnel who issue special documents for the company to fulfill its obligation of information disclosure, shareholders or potential shareholders holding more than 5% of the company’s shares, actual controllers of the company or other related parties disclose the company’s information without authorization and cause losses to the company, the company reserves the right to investigate their responsibilities.
Article 27 the company shall, in accordance with the provisions of the CSRC and Shenzhen Stock Exchange, conduct self-examination on the trading of the company’s shares and their derivatives by insiders. If it is found that insiders of insider information conduct insider trading, disclose insider information or suggest others to use insider information for trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and report the relevant situation and handling results to Jilin provincial securities regulatory bureau within 2 working days. Chapter IV supplementary provisions
