Guangdong Kitech New Material Holding Co.Ltd(300995)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the inside information management of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as “the company”), strengthen the confidentiality of the company’s inside information, avoid insider trading, maintain the three principles of 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 Listing Rules of Shenzhen Stock Exchange on the gem ((hereinafter referred to as “the Listing Rules”) Relevant laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, guidelines for the self regulatory supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, guidelines for the self regulatory supervision of listed companies on Shenzhen stock exchange No. 5 – management of information disclosure affairs This system is formulated in accordance with the business rules of the stock exchange and the Guangdong Kitech New Material Holding Co.Ltd(300995) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, in combination with the actual situation of the company.
Article 2 the board of directors of the company shall be responsible for the management of inside information, be responsible for timely registering and submitting the files of insiders of inside information, and ensure that the files of insiders of inside information are true, accurate and complete. The chairman is the person in charge of insider information management, the Secretary of the board of directors is the organization implementer, and 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 securities affairs department is the daily office for the registration and filing of the company’s inside information. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the securities affairs department is the only information disclosure organization of the company and assists the Secretary of the board of directors in the management of information disclosure, investor relations, insider information management, registration and filing, and the supervision of the company’s insider information.
Article 4 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 inside information and information disclosure of the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other materials related to the company’s insider information and information disclosure contents reported and transmitted to the outside world must be reviewed and approved by the chairman of the board. The information submitted or disclosed by the company according to law shall be carried out in strict accordance with the relevant provisions of securities supervision.
Article 5 the directors, supervisors, senior managers, departments and subsidiaries of the company shall report, manage and keep confidential the inside information in a timely manner.
Article 6 insiders of the company shall know relevant laws and regulations, strictly abide by the obligation of confidentiality, register in strict accordance with the relevant provisions of this system, and cooperate with the registration and filing of insiders of the company. Chapter II Scope of inside information
Article 7 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 shares and derivatives in accordance with the relevant provisions of the securities law. Unpublished means that the securities affairs department has not officially disclosed it on the information disclosure publications or websites of listed companies designated by the CSRC.
Article 8 the specific scope of inside information referred to in this system shall be subject to the laws and regulations such as Article 52, paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law, as well as the business rules of the exchange such as the listing rules, 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) there is a major change in the shares of the company or the actual holding of more than 5% of the company’s controlling shareholders or other controlling persons of 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’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;
（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 incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） Change accounting policies and accounting estimates;
（20） Being ordered to make corrections by relevant authorities or decided by the board of directors due to errors, non disclosure as required or false records in the information disclosed in the previous period;
（21） Major changes in the company’s debt guarantee;
（22） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（23） Relevant plans for the acquisition of the company;
（24） The company’s undisclosed merger, reorganization, private placement, signing of major contracts and other activities; （25） The company’s regular reports before legal disclosure;
（26） Other circumstances stipulated by the CSRC, Shenzhen Stock Exchange and the company system.
Chapter III Scope of insider information
Article 9 the insider referred to in this system refers to the relevant internal and external personnel of the company who can contact and obtain insider information
Article 10 the scope of insiders referred to in this system includes but is 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) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers; 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 specified by the CSRC.
Chapter IV Registration and filing of insiders
Article 11 when the company discloses the following major matters, it shall report to the stock exchange the relevant insider information files:
(I) the company is acquired;
(II) major asset restructuring;
(III) issuance of securities;
(IV) merger and division;
(VI) annual report and semi annual report;
(VII) high proportion of shares transferred;
(VIII) equity incentive plan and employee stock ownership plan;
(IX) other matters that may have a significant impact on the trading price or investment decision of the company’s shares and their derivatives, such as major investment, major foreign cooperation or signing major contracts for daily operation;
(x) other circumstances identified by the CSRC or the bourse.
Before the company discloses major events, if the trading of the company’s shares and their derivatives has undergone abnormal fluctuations, it shall report to the stock exchange the relevant insider information files.
After the disclosure of major matters, if there are major changes in relevant matters, the company shall timely supplement and submit the files of insider information to the stock exchange.
Article 12 before the public disclosure of inside information according to law, the company shall fill in the files of insiders of the company’s inside information (see Annex 1 for details), and report to the stock exchange for filing within five trading days after the first public disclosure of inside information according to law. The files of insiders of inside information shall be kept for at least ten years from the date of recording.
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 13 Where the company conducts major matters specified in Article 11, it shall do a good job in insider information management and disclose relevant information in stages according to the situation;, A memorandum on the progress of major events (see Annex 2 for details) shall also be prepared, including but not limited to the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the planning and decision-making methods, etc., and the relevant personnel involved in the memorandum shall sign on the Memorandum for confirmation. The company shall submit a memorandum on the progress of major events to the exchange within five trading days after the disclosure of insider information according to law. 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.
The progress memorandum of major events shall be kept for at least ten years from the date of recording.
Article 14 the Secretary of the board of directors of the company shall be responsible for the filing of insiders of the company’s insider information, and shall truthfully and completely record the list of insiders of all insider information in all links such as reporting, transmission, preparation, review and disclosure of insider information before public disclosure and the time when they know the insider information, and timely report the file of insiders of insider information and the memorandum on the progress of major events in accordance with the requirements of the stock exchange.
The board of directors of the company shall check the authenticity and accuracy of the above information to ensure the authenticity, accuracy and completeness of the filing list of insiders and information.
Article 15 the company’s directors, supervisors, senior managers, functional departments and the main principals of each holding subsidiary shall actively cooperate with the company in the registration and filing of insider information, timely inform the company of the insider information and the change of relevant insider information, and fill in and report in accordance with the relevant requirements of this system.
Article 16 shareholders, actual controllers, purchasers, counterparties, securities service institutions and other insiders of the company shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.
When the company’s shareholders, actual controllers and their related parties study and initiate major matters involving the company, as well as other matters that have a significant impact on the company’s share price, they shall fill in the files of the insiders 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 company’s stock price, they shall fill in the files of the 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 actively cooperate with the company in the registration and filing of insider information, and deliver the archives of insider information to the company in stages according to the progress of the matter, but the delivery time of complete insider information archives shall not be later than the time of public disclosure of insider information. The archives of persons with inside information shall be filled in in accordance with the requirements of Article 12.
The company shall register the insiders of the insider information circulation links it knows, and summarize the insiders of the above subjects and parties.
Article 17 If the personnel of the administrative department come into contact with the inside information of the company, they shall do a good job of registration in accordance with the requirements of the relevant administrative department.
If the company needs to regularly submit information to the relevant administrative department in accordance with the requirements of relevant laws and regulations 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. 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 each event.
Article 18 If the company has the above-mentioned inside information, the functional department responsible for handling the major event of the inside information shall organize the report materials at the first time, form a written document on the cause, current situation and possible impact of the event, submit it to the person in charge of the Department for signature and inform the Secretary of the board of directors, who shall report it to the chairman of the board of directors immediately.
Article 19 the board of directors and the Secretary of the board of directors of the company shall ask the person in charge of the competent department about the authenticity, overview, development and possible results of major events. After confirmation, the Secretary of the board of directors shall be responsible for according to the listing regulations
