Guangzhou Jinyi Media Corporation(002905)
Guangzhou Jinyi Media Corporation
Guangzhou Jinyi Media Corporation(002905)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further standardize the inside information management of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, avoid insider trading, safeguard the principles of openness, fairness and impartiality of the company’s 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, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies and other relevant laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd.
Article 2 the board of directors of the company shall timely register and submit the files of insiders of inside information in accordance with the provisions and the relevant rules of the stock exchange, and ensure that the files of insiders of inside information 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 directors, supervisors and senior managers of the company, as well as the heads of all business divisions, centers, departments, branches and holding subsidiaries (hereinafter referred to as “subsidiaries”) of the company shall do a good job in the screening and confidentiality of insider information, and actively cooperate with the Securities Department in the registration, filing and filing of insider information.
Article 4 insiders of inside information shall have the responsibility and obligation to keep the inside information confidential.
Before the disclosure of inside information, the insiders of the company’s inside information shall minimize the insiders of the information
The company shall not disclose or divulge such information, nor use insider information to buy or sell or suggest others to buy or sell the company’s shares and derivatives. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit relevant contents involving the company’s insider information to the outside world.
Chapter II Scope of inside information and insiders
Article 5 the insider information referred to 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. Not disclosed means that the company has not disclosed publicly on the information disclosure media of listed companies designated by the CSRC and selected by the articles of association.
Article 6 The term “inside information” as mentioned in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the price of the company’s securities market in accordance with Article 52 of the securities law. The insider information mentioned in this system includes but is not limited to:
(I) major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law; (II) the company is liable for large amount of compensation;
(III) the company makes provision for impairment of large assets;
(IV) the shareholders’ equity of the company is negative;
(V) the company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(VI) newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
(VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(VIII) the court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
(IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen;
(x) the company is expected to suffer losses or significant changes in its operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） Appointing or dismissing an accounting firm to audit the company;
（14） Major independent changes in accounting policies and accounting estimates;
（15） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
（17） The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（18） Other directors, supervisors and senior managers of the company other than the chairman or manager are unable to perform their duties normally for more than three months or are expected to do so for more than three months due to physical reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
（19） Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of a listed company has a great impact on the occurrence and progress of a major event, it shall timely inform the listed company of the relevant information it knows in writing, and cooperate with the listed company to fulfill its obligation of information disclosure.
Article 7 the insider mentioned in this system refers to the person who directly or indirectly obtains the insider information before the disclosure of the insider information, including but not limited to:
(I) the issuer 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) the company controlled or actually controlled by the issuer 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) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(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) the issuance and trading of securities, or the acquisition of listed companies and their major assets due to legal duties
Staff of relevant competent departments and regulatory institutions who manage property transactions and can obtain insider information; (IX) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter III Management, registration and filing of insider information
Article 8 the company shall truthfully and completely record the list of insiders of inside information in all links such as report, transmission, preparation, review and disclosure of inside information before disclosure, and fill in the registration form (file) of insiders of inside information. Insider information registration form (file) includes: insider information name (including myself, spouse, parents and children), ID number or shareholder code, where the unit, post and duty, know the time, place, manner and information of the insider information at the stage, registration time and registrant information. Insiders of inside information shall confirm.
The registration form (file) of the company’s insiders shall be kept for at least 10 years for the company’s self inspection and the inquiry of relevant regulatory authorities.
Article 9 the principals of all business divisions, centers, departments, branches and subsidiaries of the company are the main responsible persons for the internal information management of the unit, responsible for coordinating and organizing the internal information management of the unit, timely reporting to the company, and reporting the internal information registration form (file) and to the Securities Department of the company for the record.
Article 10 insiders shall earnestly fulfill the obligation of registration and filing of insiders, and actively cooperate with the company in the registration, filing and filing of insider files. Insiders of inside information shall immediately fill in the registration form of insiders of inside information in person or designate a special person when they learn the inside information. The securities department has the right to require insiders to provide or supplement other relevant information. If the company’s directors, supervisors, senior managers and relevant staff know the insider information due to receiving or sending relevant meeting materials, announcement drafts or other materials, they may not fill in the insider information insider registration form, and the relevant departments shall submit the material sending records to the securities department in time as the basis for the registration and filing of insider information insiders.
Article 11 under the following circumstances, the relevant units shall fill in the internal information registration form (file) of the unit and deliver the internal information insider registration form (file) to the company in stages according to the progress of the matter, but the delivery time of the complete internal information person registration form (file) shall not be later than the public disclosure time of the internal information. The inside information files shall be filled in according to the requirements of this system.
(I) the company’s controlling shareholders, actual controllers and their related parties study and initiate major events involving the company
Events that have a significant impact on the company’s share price;
(II) securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities services, and the entrusted matters have a significant impact on the company’s stock price;
(III) major asset restructuring events such as acquisition, merger and acquisition, refinancing, etc. occur and have a significant impact on the company’s share price.
The company shall register the insiders of insider information in the circulation of insider information, and summarize the above-mentioned files involving insiders of insider information.
Article 12 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 item and the time of submitting information can be continuously registered in the same form without significant changes in the reporting department and content. In addition to the above circumstances, the insider file of inside information shall be filled in in the form of one record for each case.
Article 13 when a listed company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and share repurchase, or discloses other matters that may have a significant impact on the securities trading price of the listed company, in addition to filling in the insider files of the listed company in accordance with the regulations, it shall also make a memorandum on the progress of major matters, 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.
A listed company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. Shareholders, actual controllers and related parties of listed companies and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
According to the nature and impact of major events, the stock exchange shall make specific provisions on the matters and filling contents that need to make a memorandum on the progress of major events.
Article 14 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. The files of insiders and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement). The CSRC, its local offices and Shenzhen stock exchange can access them for investigation
