Guangzhou Zhiguang Electric Co.Ltd(002169)
GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Internal information insider registration management system
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II insider information and the scope of insiders Chapter III Registration and management of insider information Chapter IV confidentiality management of inside information Chapter V accountability 10 Chapter VI Supplementary Provisions eleven
Chapter I General Provisions
Article 1 in order to strengthen the management of the inside information of Guangzhou Zhiguang Electric Co.Ltd(002169) (hereinafter referred to as “the company”), keep the inside information confidential, safeguard the fair principle 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 (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 combination with the actual situation of the company, such as 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 management system for insiders of listed companies, and the Guangzhou Zhiguang Electric Co.Ltd(002169) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the scope of application of this system includes the company and its subordinate departments and subsidiaries, as well as the joint-stock companies that the company can have a significant impact on.
Article 3 the board of directors of the company is the management organization of inside information and shall ensure that the files of insiders of inside information are true, accurate and complete. The Secretary of the board of directors is responsible for organizing and implementing the registration and management of inside information. The office of the board of directors is the daily work department for the management, registration, disclosure and filing of the company’s inside information.
The board of supervisors shall supervise the implementation of the insider registration management system. The principals of other departments and subsidiaries of the company are responsible for the confidentiality work within their management scope, and are responsible for the reporting and internal transmission of the insider information involved.
Article 4 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure related to the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs 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).
Article 5 the company implements the real-time reporting system of major information. When the company’s directors, supervisors, senior managers and all departments of the company, holding subsidiaries and joint-stock companies that can have a significant impact on them appear, occur or are about to happen the major events and insider information specified in Article 7 of this system, the person responsible for the reporting obligation shall inform the chairman, president and Secretary of the board of directors of the company by telephone, e-mail, fax and other means on the same day to ensure timely, true, accurate, complete There are no false, seriously misleading statements or material omissions. Prior to the public disclosure of information, information insiders shall cooperate with the office of the board of directors of the company in the registration and filing of insider information insiders, and shall not engage in insider trading or cooperate with others to manipulate securities trading prices.
Article 6 the Secretary of the board of directors and the office of the board of directors are responsible for the reception, consultation (inquiry), service and other related work of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders.
The Secretary of the board of directors of the company is responsible for the registration, filing and submission of insider information of the company.
Chapter II Scope of inside information and insiders
Article 7 the insider information referred to in this system refers to the unpublished information that is known to the insiders and involves the operation and finance of the company or has a significant impact on the trading price of the company’s shares and their derivatives, including but not limited to:
(I) major events that have a great impact on the company’s stock trading price
1. Major changes in the company’s business policy and business scope;
2. Major investment activities of the company, where the company purchases and sells major assets exceeding 30% of the total assets of the company within one year; Or the mortgage, pledge, sale or scrapping of the company’s main business assets 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 has major debts and fails to pay off the due major debts;
5. Major losses or losses of the company;
6. Major changes in the external conditions of the company’s production and operation;
7. The directors, more than one-third of supervisors or president of the company change, and the chairman or president is unable to perform his duties; 8. The shareholders or actual controllers who hold more than 5% of the shares of the company have great changes in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have great changes in their engagement in the same or similar business as the company;
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 is suspected of committing a crime and is put on file for investigation by the judicial authorities. The controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial authorities;
12. Other circumstances stipulated by the securities regulatory authority under the State Council or Shenzhen Stock Exchange.
(II) major events that have a great impact on the trading price of corporate bonds
1. Major changes in the company’s ownership structure or production and operation;
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 stipulated by the securities regulatory authority under the State Council.
Article 8 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, 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) 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 registration and settlement institutions and intermediary institutions; Staff members of relevant competent departments and regulatory institutions who can obtain inside information because of their statutory duties to manage the issuance of securities and traders, the acquisition of listed companies and their 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 CSRC.
Chapter III Registration Management of insider information
Article 9 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company in accordance with these Provisions, and timely record the list of insider information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution, disclosure and other links, as well as the time, place, basis, method, content and other information of knowing the insider information. Insiders of inside information shall confirm.
The files of insiders of inside information shall include: name or name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, information date, information place, information method, information stage, information 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 10 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the company’s share price, they shall fill in the files of insiders of the company’s insider information. Where a securities company or securities service institution is entrusted to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price, it shall fill in the files of insiders. 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 files of insiders.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and 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 according to the specified requirements and confirmed by insiders of inside information.
Article 11 Where the company needs to regularly submit information to relevant administrative departments in accordance with 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 each event.
Article 12 when the 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 files in accordance with this system, a memorandum on the progress of major events shall also be made, including but not limited to the time of each key point in the planning and decision-making process, the list of personnel involved in planning and decision-making, planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. 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.
The progress memorandum of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of scheme demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other matters. The company shall submit a memorandum on the progress of major events to Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 13 the directors, supervisors and senior managers of the company, as well as the persons in charge of all departments of the company, holding subsidiaries and joint-stock companies that can have a significant impact on them, shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information.
Article 14 the company’s shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insiders 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.
Article 15 the process of registration and filing of inside information:
(I) when inside information occurs, the insider or responsible person who knows the information shall inform the Secretary of the board of directors of the company by telephone, email, fax, etc. The Secretary of the board of directors shall timely inform the relevant insiders of all confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations.
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the insider file at the first time and verify the insider information in time to ensure the authenticity and accuracy of the contents filled in the insider file.
(III) after verification, the Secretary of the board of directors shall report to Guangdong securities regulatory bureau and Shenzhen stock exchange for filing in accordance with the regulations. Article 16 the approval procedures for the circulation of inside information of the company are as follows:
(I) insiders of inside information shall strictly control the circulation of inside information within the minimum range within the first time they know the inside information;
(II) when the inside information needs to be circulated within the Department, the insider of the inside information shall obtain the consent of the person in charge of the Department; (III) when the inside information needs to be transferred between departments, it can be transferred to other departments only after the approval of the person in charge of the original holding functional department of the inside information and the outflow functional department of the inside information;
(IV) in the process of transmitting the inside information, the insider shall inform the office of the board of directors of the list of personnel in the next link of the inside information transmission, and shall inform the personnel in the next link of the inside information to register with the office of the board of directors. If the insider in the next link fails to register in time,
