Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Insider registration management system
(revised in 2022)
Chapter I General Provisions
Article 1 in order to standardize the inside information management of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”), keep the inside information confidential, and maintain the principle of fairness in information disclosure, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, as well as the articles of association, This system is formulated.
Article 2 the board of directors is the management organization of the company’s inside information. The chairman of the company is the main person responsible for the management of inside information, and the Secretary of the board of directors is responsible for the registration, management and filing of insiders. The board of supervisors of the company is responsible for supervising the implementation of this system.
Article 3 the Secretary Office of the board of directors is the only information disclosure organization 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, soft (magnetic) discs, audio (video) tapes, CDs and other materials related to insider information and information disclosure that are 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) before they can be reported and transmitted to the outside world.
Article 4 all subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall abide by the provisions of this system and do a good job in the management of insider information.
Chapter II insider information and insider information
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 price of the company’s securities market in accordance with the relevant provisions of the securities law. Unpublished means that the company has not been officially disclosed on the website of the stock exchange and the media meeting the conditions specified by the securities regulatory authority of the State Council and on the information disclosure publication or website selected by the company, 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’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 has 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） Other matters prescribed by the securities regulatory authority under the State Council.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure.
Article 6 the insider referred to in this system refers to the internal and external relevant personnel of the company who can contact and obtain insider information, including but not limited to:
(I) the company and its directors, supervisors and senior managers; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company.
(II) directors, supervisors and senior managers of corporate shareholders holding more than 5% of the company’s shares; The controlling shareholder, the largest shareholder, the actual controller of the company and its directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions; Staff 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 listed companies and their acquisitions and major asset transactions; Personnel of other 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.
(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 securities regulatory authority under the State Council.
Chapter III confidentiality management of inside information
Article 7 the insiders of the company’s inside information shall have the obligation to keep confidential the inside information they know, and shall sign relevant confidentiality agreements, insider statements, notices of prohibition of insider trading, etc. with the company.
Before the company’s inside information is released, insiders of the inside information shall not disclose, report and transmit the relevant inside information to the outside world, nor disclose the relevant information to relatives, friends, colleagues or others; Moreover, they shall not use inside information to make profits for themselves, relatives or others, and shall not buy or sell the company’s securities or suggest others to buy or sell the company’s securities.
Article 8 before the disclosure of the company’s inside information, the company’s 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 shareholders and actual controllers have no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse. The inside information management personnel and insiders shall keep the inside information confidential before being approved by the board of directors.
Article 9 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 10 the company shall not replace the official announcement of the company in the form of press release or answering reporters’ questions, so as to prevent the disclosure of insider information through the media in advance.
Chapter IV Registration and filing of insiders
Article 11 before the public disclosure of inside information according to law, the insider files of the company’s inside information shall be filled in and reported to the bourse within five trading days after the first public disclosure of inside information according to law.
The files of insiders of inside information shall include: name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, informed date, informed place, informed way, informed stage, informed 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 12 the filing matters of insiders must be registered and filed in a timely manner when the relevant personnel obtain the inside information in the way of one record for each event. The office of the Secretary of the board of directors shall require the insiders to fill in the complete information within the specified time and keep it for ten years from the date of file records of insiders.
Article 13 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 share price of the listed company, they shall fill in the file of the insider of the unit.
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 stock price of listed companies, they shall fill in the files of insiders of their own institutions.
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.
The above-mentioned entities 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 in accordance with the requirements of Article 11 of this system.
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 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 one thing.
Article 15 when a company conducts major matters such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, or discloses other matters that may have a significant impact on the company’s securities trading price, in addition to filling in the insider file of the company’s insider information in accordance with Article 11 of the system, 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. The company shall urge the relevant personnel involved in the memorandum to sign and confirm on the memorandum. The shareholders, actual controllers and their related parties of the listed company and other relevant subjects shall cooperate in the preparation of the memorandum on the progress of major events, and timely submit the insider files of insider information and the memorandum on the progress of major events to Shenzhen Stock Exchange after the disclosure of insider information according to law.
Article 16 all functional departments, branches, holding subsidiaries and joint-stock companies that can exert significant influence on them and their main principals shall do a good job in the registration and management of insider information in accordance with this system, perform the internal reporting obligations in accordance with the reporting procedures and information disclosure responsibilities specified in the company’s internal reporting system of major information, and actively cooperate with the company in the registration and management of insider information, Timely inform the insider of the company and the change of relevant insider information.
Article 17 when disclosing the following major matters, the company shall submit the relevant information disclosure documents to the Shenzhen Stock Exchange and the insider files of the company to the Shenzhen Stock Exchange, including but not limited to:
(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, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely supplement and submit insider files to the bourse.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall submit relevant insider information files to the bourse.
Article 18 before the public disclosure of the matters listed in Article 17 of this system or during the planning process, if a listed company needs to file, submit for approval or submit information in other forms to the relevant administrative departments according to law, it shall do a good job in the registration of insiders of inside information, and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 19 insiders of inside information shall have the obligation of confidentiality. Before the disclosure of inside information according to law, they shall not disclose or divulge inside information, use inside information to buy and sell or suggest others to buy and sell the company’s shares and their derivatives, and use inside information in investment value analysis reports, research reports and other documents.
Article 20 insiders of inside information shall actively cooperate with listed companies
