Leyard Optoelectronic Co.Ltd(300296)
Insider information and insider management system
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as the “company”), maintain the principle of fairness in information disclosure, and prevent insiders from abusing their right to know, divulging insider information and conducting insider trading, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) This system is formulated in accordance with relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem shares, the governance standards of listed companies, the measures for the administration of information disclosure of listed companies and the provisions of Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the management of the company’s inside information and its insiders. If there are no provisions in this system, the company’s Leyard Optoelectronic Co.Ltd(300296) information disclosure management system and other relevant provisions shall apply. Article 3 insiders of the company’s inside information shall be aware of the provisions of the company law, the securities law and other laws and regulations on insider trading, market manipulation and other prohibited acts, strictly abide by the obligation of confidentiality, and shall not conduct illegal transactions.
Article 4 the board of directors of the company shall lead and be generally responsible for the management of inside information and its insiders. The person in charge of each department and branch of the company, the person in charge of each project team and the relevant person in charge of each affiliated unit are the first responsible person for the management of the inside information and insiders of each department, unit and project team, and are responsible for the management of the inside information and insiders of their own department, unit and project team; The counterpart business department shall be responsible for the management of insider information and insiders that may be generated by intermediary service institutions in cooperation with the company. The Secretary of the board of directors is responsible for the filing, filing and regular inspection of insiders of the company.
Chapter II insider information and the scope of insiders
Article 5 the insider information referred to in this system refers to the unpublished information related to the operation and finance of the company or having a significant impact on the price of the company’s securities market, including but 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) 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; (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) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties; (VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly; (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 the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of committing a crime and taken compulsory measures according to law; （12） Other matters stipulated by the securities regulatory authority or Shenzhen Stock Exchange.
Article 6 the insider referred to in this system refers to any organization or person managed by the company as an insider due to holding shares of the company, serving as directors, supervisors and senior managers in the company, or due to its management status, supervision status, professional status and intermediary services, or being able to access or obtain insider information as an employee of the company. include:
(I) the company, the company controlled or actually controlled by the company and its directors, supervisors and senior managers; (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) personnel who can obtain relevant inside information of the company due to their positions in the company or business dealings with the company, and personnel within the company who participate in the planning, demonstration, decision-making and other links of major matters, such as heads of departments, branches and subsidiaries of the company, personnel in relevant positions of financial department and securities department, core members of major project team, information disclosure staff, etc; (IV) the company’s acquirers or major asset counterparties and their affiliates and their controlling shareholders, actual controllers, directors, supervisors and senior managers; (V) proposal of relevant matters shareholders and their directors, supervisors and senior managers; (VI) staff members of securities regulatory bodies or relevant personnel of securities trading places, securities registration and settlement institutions and intermediaries who can obtain insider 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) personnel of external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events; (x) other persons who know relevant inside information of the company due to kinship, business contacts and other reasons; （11） Other personnel who can obtain inside information specified by the securities regulatory authority or Shenzhen Stock Exchange.
Chapter III Management and filing of inside information
Article 7 when providing non-public information to insiders, the company shall strictly follow the company’s guidelines《
Provisions on confidentiality measures in the confidentiality management system. Before information disclosure, the company and insiders of inside information shall keep the insiders of the information to a minimum, and shall not lend documents and materials containing inside information, soft (magnetic) discs, optical discs, audio (video) tapes, meeting minutes, meeting resolutions and other documents and materials.
Article 8 the company shall strengthen the education and training of insiders, ensure that insiders are clear about their rights, obligations and legal responsibilities, urge relevant personnel to strictly perform their duties of information confidentiality, and resolutely put an end to insider trading.
Article 9 If a person is an insider of inside information due to work reasons or receiving unpublished information, the person in charge of each department, unit and project team shall manage the relevant personnel according to the insider of inside information, and require the relevant insider to report for filing within two working days of knowing the inside information or being recognized as the insider of inside information.
Article 10 the copy of the declaration form of insiders shall be filed with the board of directors of the company in time.
Article 11 the company shall establish the management archives of insider information, which shall be managed by the Securities Department of the company authorized by the board of directors.
Article 12 the management data of insider information shall be kept for at least ten years.
Article 13 insiders who can obtain the company’s relevant inside information due to their positions in the company or providing intermediary services, and insiders who know the inside information due to their participation in major projects shall be managed as insiders from the date of their contact with the inside information to the disclosure of the relevant inside information.
Article 14 the company shall not submit undisclosed financial information to external users without reasonable basis.
Article 15 Where the company provides unpublished information to the controlling shareholders and actual controllers, it shall, in accordance with the requirements of laws and regulations, timely submit the list of insiders and relevant information of relevant information to Shenzhen stock exchange if necessary.
Article 16 Where the company provides unpublished financial information to external users, it shall prompt or indicate that the information belongs to insider information, which shall be used by external users according to law. It shall not use insider information to buy and sell the company’s securities, suggest others to buy and sell the securities, or disclose the information.
Article 17 If the controlling 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.
Chapter IV trading restrictions of insiders
Article 18 the company prohibits insiders of insider information of securities trading and their related persons, and those who illegally obtain insider information from using insider information to engage in securities trading activities.
Article 19 insiders who may know the company’s unpublished financial information shall not buy or sell the company’s shares within 30 days before the announcement of the company’s annual report and semi annual report (if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date), and within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express.
Article 20 insiders who may know the company’s non-public major matters shall not buy or sell the company’s shares from the date of the occurrence of major matters that may have a significant impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law.
Article 21 insiders shall consult the Secretary of the board of directors before buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the insider of the proposed trading and prompt the relevant risks.
Article 22 during the period of insider information, if the relevant personnel buy or sell the company’s shares and their derivatives, they shall report the following to each department, unit, project principal and the Secretary of the board of directors within two trading days, specifying the following contents: (I) the number of shares held before this change; (II) date, quantity and price of this share change; (III) the number of shares held after the change; (IV) other explanations required by the company, such as statements that do not involve insider trading information trading, etc.
Article 23 the management of the company’s shares held by the company’s directors, supervisors and senior managers and their changes shall be governed by the company’s management system for shares held by directors, supervisors and senior managers and their changes.
Chapter V liability and punishment
Article 24 for insiders who violate this system and disclose inside 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, the information shall be provided to the relevant judicial organ, which shall investigate the criminal responsibility.
Article 25 those who work in the company and violate the provisions of this system will be given the following sanctions according to the seriousness of the circumstances: (I) circulate a notice of criticism; (II) warning; (III) demotion and salary reduction; (IV) termination of labor relations.
The above sanctions may be imposed separately or concurrently. If a director, supervisor or senior manager of the company violates the company’s management system for shares held by directors, supervisors and senior managers and their changes at the same time, the measures shall apply to the responsibility punishment.
Article 26 If the controlling shareholder, actual controller and their employees violate the system, the board of directors of the company shall send a letter to remind them of the risk of violation. Those who violate the provisions of relevant laws, regulations or normative legal documents will be punished by the relevant regulatory authorities.
Article 27 If the intermediary service institution violates this system, the company will prompt the risk and terminate the cooperation according to the situation. In case of violation of relevant laws, regulations or normative legal documents, the company shall apply to the regulatory authority for punishment. Article 28 If the person in charge of the management of the inside information and its insiders of each department, unit and project team and the person in charge of the counterpart business department of the intermediary service institution fail to perform the management responsibilities specified in this system, the person in charge will be criticized or warned in a circular depending on the seriousness of the case.
Chapter VI supplementary provisions
Article 29 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any conflict between the provisions of this system and the provisions of relevant laws, regulations, normative documents and the articles of association, or with the mandatory provisions of future laws, regulations and normative documents, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 30 the right to revise and interpret this system belongs to the board of directors of the company.
Article 31 the system shall come into force after being deliberated and approved by the board of directors of the company.
Leyard Optoelectronic Co.Ltd(300296)
April 2022
