Nacity Property Service Group Co.Ltd(603506) insider registration management system
April, 2002
Chapter I General Provisions
Article 1 in order to regulate the management of the insider behavior of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as “the company” or “the company”), do a good job in the confidentiality of insider information, maintain the principles of openness, fairness and impartiality of the company’s information disclosure, and safeguard the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in accordance with 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 Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the Nacity Property Service Group Co.Ltd(603506) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the management of Nacity Property Service Group Co.Ltd(603506) inside information and its insiders. Where there are no provisions in this system, the relevant provisions of the company’s information disclosure management system shall apply.
Article 3 the company’s directors, supervisors, senior managers, all departments and subsidiaries of the company (including subsidiaries directly or indirectly holding more than 50% of the company’s shares and other subsidiaries included in the company’s consolidated accounting statements) and joint-stock companies that can have a significant impact on them (hereinafter referred to as “joint-stock companies”) shall cooperate in the registration and filing of insider information, It is not allowed to conduct insider trading or cooperate with others to manipulate securities trading prices.
Article 4 the board of directors of the company shall timely register and submit the files of insider information in accordance with the relevant rules of the stock exchange, and ensure that the files of insider information are true, accurate and complete. The chairman 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, and the securities affairs representative shall assist the Secretary of the board of directors in relevant work. 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 Secretary of the board of directors, the securities affairs representative and the securities department are responsible for the reception, consultation (inquiry) and service to the securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 5 without the approval or authorization of the board of directors, insiders (units and individuals) specified in the system shall not 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, optical discs, audio (video) tapes, mobile storage devices and other materials related to insider information and information disclosure that are reported and transmitted to the outside world shall be reviewed and approved by the board of directors before they can be reported and transmitted to the outside world.
Article 6 the directors, supervisors and senior managers of the company and the heads of all departments, subsidiaries and joint-stock companies 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. Insiders of inside information shall be responsible for confidentiality. Before the disclosure of inside information according to law, insiders of inside information shall not disclose or disclose inside information, use inside information to buy and sell company securities and their derivatives, conduct insider trading or cooperate with others to manipulate securities trading prices.
Article 7 the company shall strengthen the education and training of insiders, ensure that insiders clarify 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 and other securities violations.
Chapter II insider information and insider scope
Article 8 the insider information referred to in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the market price of the company’s shares and their derivatives as stipulated in the securities law, as well as the information that the company determines should be kept confidential according to the actual situation. The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law belong to insider information. Including but not limited to:
(I) matters that may have a great impact on the trading price of the company’s shares:
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;
3. 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;
4. The company incurs major debts and fails to pay off major debts due;
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 managers of the company change, and the chairman or 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;
(II) matters that may have a great impact on the trading price of corporate bonds:
1. Major changes in the company’s ownership structure or production and operation status;
2. The credit rating of corporate bonds changes;
3. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
4. The company fails to pay off its due debts;
5. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
6. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
7. The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
8. 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;
9. Major litigation and arbitration involving the company;
10. 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;
11. Other matters prescribed by the CSRC.
Article 9 the insider referred to in this system refers to any unit 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.
Insider information referred to in this system includes but is 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) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company; (IV) the company controlled or actually controlled by the issuer and its directors, supervisors and senior managers;
(V) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) staff of the securities regulatory authority who can obtain inside information due to their duties and work;
(VII) 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;
(VIII) the issuance and trading of securities, or the acquisition of listed companies and their major asset transactions due to legal duties
(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 Secretary of the board of directors or the securities department shall organize relevant insiders to fill in the registration form for insiders of Nacity Property Service Group Co.Ltd(603506) insider information (see Annex 1 for details) by stages, and truthfully, completely and timely record and summarize the list of insiders of insider information in the stages of negotiation and planning, demonstration and consultation, contract conclusion and before disclosure, And the time, place, basis, method, content, stage and other information that insiders know the inside information, timely inform relevant insiders of various confidential matters and responsibilities, and control the transmission and scope of inside information according to various laws and regulations. Insiders of inside information shall confirm. Article 11 when the company conducts major events such as acquisition, major asset reorganization, dividend transfer, securities issuance, merger, division, spin off listing, share repurchase, or discloses other events that may have a significant impact on the company’s securities trading price, in addition to registration in accordance with Article 10 and Annex 1 of the system, it shall also prepare the memorandum on the progress of Nacity Property Service Group Co.Ltd(603506) major events (see Annex 2 for details), 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 the Memorandum for confirmation. The company’s shareholders, actual controllers and their related parties and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
When carrying out the above-mentioned major events, the company shall timely submit the insider files and the progress memorandum of major events to Shanghai Stock Exchange after the internal information is publicly disclosed according to law.
Article 12 the functional departments, branches and holding subsidiaries holding inside information shall make confidentiality commitments in accordance with relevant regulations (see Annex 3 for details) or the company shall issue the notice of prohibiting insider trading (see Annex 4, annex 1-4, hereinafter collectively referred to as “insider files”) to clarify the confidentiality obligations of insiders of inside information, and in accordance with relevant laws Control the transmission of inside information and the scope of insiders according to the requirements of regulations and normative documents.
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 company’s securities trading price, they shall fill in the insider file of their own unit.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the company’s securities trading price shall fill in the insider file of their own unit.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, actively cooperate with the company in the registration and filing of insider files, and timely inform the company that the insider files of major events have occurred or are to occur have been delivered to the company. The delivery time of the complete insider files shall not be later than the time of public disclosure of insider 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 insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved.
The company’s directors, supervisors, senior managers, departments, subsidiaries, joint-stock companies and their principals shall actively cooperate with the company in the registration and filing of insiders, clarify the internal reporting obligations, reporting procedures and Information Disclosure Responsibilities of relevant personnel, and timely report the insiders and changes of relevant insiders. Article 14 the company shall pay attention to the abnormal transactions of the company’s securities and their derivatives and the reports of the media (including online media) on the company.
In case of abnormal fluctuations in the trading of the company’s securities and their derivatives, or media reports and market rumors may have a significant impact on the trading of the company’s securities and their derivatives, the company shall timely inform the controlling shareholders, actual controllers and other relevant parties by means of written inquiry, and require them to give a written reply on relevant matters in a timely manner.
The controlling shareholders, actual controllers and persons acting in concert of the company shall timely and accurately inform the company whether there is any planned equity transfer, asset reorganization or other major events, and cooperate with the company in information disclosure.
The chairman of the board of directors and the Secretary of the board of directors shall review the written replies provided by the above parties, disclose and clarify the relevant information in a timely, true, accurate and complete manner in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange, and apply for the suspension of stock trading in a timely manner in accordance with the relevant provisions, so as to eliminate the adverse effects as soon as possible.
Article 15 the company shall, within five trading days after the first public disclosure of the inside information according to law, submit the files of insiders of the inside information and the progress memorandum of major events to the Shanghai Stock Exchange. The company shall disclose the relevant contents in the progress memorandum of major events at the request of the stock exchange.
After the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Article 16 the process of registration and filing of insiders of the company’s insider information is as follows:
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of each department and organization of the company) shall inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform the relevant insiders of the confidentiality obligation and the responsibility for violating the confidentiality provisions by signing a confidentiality agreement, a notice prohibiting insider trading and other necessary means, and control the transmission of insider information and the scope of insiders in accordance with the provisions of relevant laws, regulations and normative documents.
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the file of insiders of the company’s insider information at the first time, and timely verify the insider information and insiders to ensure the authenticity and accuracy of the content of the file of insiders of the company’s insider information.
(III) report to Zhejiang securities regulatory bureau and Shanghai Stock Exchange in accordance with relevant regulations.
Article 17 the company shall, in accordance with the provisions of the CSRC, conduct self-examination on the trading of the company’s shares and their derivatives by insiders. If it is found that insiders 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 Zhejiang securities regulatory bureau within 2 working days.
Article 18 the company shall timely supplement and improve the inside information
