Keeson Technology Corporation Limited(603610)
Insider information and insider management system
Chapter I General Provisions
Article 1 in order to regulate the management of the inside information of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), strengthen the confidentiality of the inside information and maintain the principles of openness, fairness and impartiality of the company’s information disclosure, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange and other relevant laws and regulations, the articles of association and the internal management system.
Article 2 the board of directors of the company shall timely register and submit the files of insiders of inside information, 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 shall supervise the implementation of the insider registration management system.
Article 3 the office of the board of directors is the information disclosure institution of the company, which is responsible for the reception and consultation of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the company’s insider information and information disclosure to the outside world. The contents and materials involving inside information and information disclosure, such as documents, audio-visual and optical discs reported and transmitted to the outside world, can only be reported and transmitted to the outside world after being examined and approved by the board of directors or the Secretary of the board of directors.
Article 4 this system is applicable to all subordinate departments, branches, holding subsidiaries and joint-stock companies that the company can have a significant impact on.
Chapter II insider information and its scope
Article 5 the insider information referred to in this system refers to the unpublished information known to insiders that involves the operation and finance of the company or has a significant impact on the market price of the company’s securities and their derivatives. Unpublished means that the company has not officially made public on the selected information disclosure publications or the website of Shanghai Stock Exchange.
Article 6 inside information includes but is not limited to:
(I) regular report, performance forecast and performance express;
(II) major changes in the company’s business policy and business scope;
(III) major investment activities of the company, where the company purchases or sells more than 30% of the total assets of the company within one year, or the mortgage, pledge, sale or scrapping of the main assets for business use of the company exceeds 30% of the assets at one time;
(IV) 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;
(V) the company has major debts and fails to pay off the due major debts;
(VI) the company has suffered major losses or losses;
(VII) major changes in the external conditions of the company’s production and operation;
(VIII) change of directors, more than one-third of supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(IX) 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;
(x) the company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, and the company’s decisions on capital reduction, merger, division, dissolution and bankruptcy application; Or enter bankruptcy proceedings according to law and be ordered to close down;
（11） 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;
（12） The company is suspected of committing a crime and investigated according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and taken compulsory measures according to law;;
（13） Major changes in the company’s ownership structure or production and operation status;
（14） The credit rating of corporate bonds changes;
（15） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（16） The company fails to pay off its due debts;
（17） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （18） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（19） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（20） Other matters prescribed by the CSRC.
Chapter III insider information and its scope
Article 7 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company’s insider information.
Article 8 insiders of inside information include but are not limited to:
(I) the company 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 company 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) staff of relevant competent departments and regulatory institutions who can obtain inside 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;
(IX) other personnel who can obtain inside information as stipulated by the CSRC.
Chapter IV Registration, filing and submission of insider information
Article 9 before the public disclosure of inside information according to law, the company shall fill in the file form of inside information insiders of the company (see the annex of the system) in accordance with the system, and timely record the list of inside information insiders at the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information. Insiders of inside information shall confirm.
Article 10 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 file form of insider information of the unit.
Where a securities company or securities service institution is entrusted to carry out relevant business, and the entrusted matter has a significant impact on the company’s securities trading price, it shall fill in the file of the insider of the institution.
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 of the unit.
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. The delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. Insiders shall fill in and confirm the insider information in accordance with the requirements of the insider information system.
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 in paragraphs 1 to 3 of this article.
Article 11 Where 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, 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 continue to 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 12 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 securities trading price of a listed company, in addition to filling in the insider files of the company in accordance with the requirements of the annex to this 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 progress memorandum of major events to sign and confirm on the memorandum. 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 planning major asset restructuring (including issuing shares to purchase assets), the company shall submit the insider files to the bourse when disclosing the restructuring matters for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report. During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or if the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 13 in case of any of the following events, the company shall submit the file information of insider information to Shanghai Stock Exchange in accordance with the regulations:
(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) issuing securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) other matters required by the CSRC and Shanghai stock exchange that may have a significant impact on the market price of the company’s shares and their derivatives.
The company shall, according to the scope of insider information and the actual diffusion of insider information, truthfully, accurately and completely fill in the insider information file and submit it to Shanghai Stock Exchange. The insider information submitted shall at least include the following personnel:
(I) the company and its directors, supervisors and senior managers;
(II) the controlling shareholder, the largest shareholder and actual controller of the company, as well as its directors, supervisors and senior managers;
(III) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers (if any);
(IV) shareholders proposing relevant matters and their directors, supervisors and senior managers (if any);
(V) relevant professional institutions and their legal representatives and managers (if any) who provide services for the matter and participate in the consultation, formulation, demonstration and other links of the scheme;
(VI) the administrative department that has received the information submitted by the company and its handling personnel (if any);
(VII) spouses, children and parents of the natural persons specified in items (I) to (VI) above;
(VIII) other persons who know the inside information directly or indirectly and their spouses, children and parents. The company shall, within five trading days after the disclosure of the inside information according to law, submit the files of insiders of the inside information and the progress memorandum of major matters through the “company business management system” of Shanghai 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.
The insider files shall include:
(I) name, ID number or unified social credit code;
(II) unit, Department, position or post (if any), contact number and relationship with the company; (III) the time, method and place of knowing the inside information;
(IV) content and stage of inside information;
(V) registration time, registrant and other information.
The time of knowing the inside information specified in the preceding paragraph refers to the first time that the insider knows or should know the inside information.
The ways of knowing inside information specified in the preceding paragraph include but are not limited to talks, telephone, fax, written reports, e-mail, etc. The stage of inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 14 the company’s directors, supervisors, senior managers and the main principals of all departments, branches and subsidiaries 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 15 the Secretary of the board of directors of the company shall regularly (once a year) inspect the trading of insiders according to the files of insiders. The company shall timely supplement and improve the file information of insider information. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement) for inquiry by the CSRC and its dispatched offices and the Shanghai Stock Exchange.
Chapter V confidentiality management and punishment of inside information
Article 16 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose, report and submit the inside information in any form, use the inside information to buy and sell the company’s securities, or suggest others to buy and sell the company’s securities, or use the inside information to make profits for themselves, their relatives or others.
Article 17 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information, and shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Article 18 If the company provides unpublished information to insiders, it shall confirm that it has signed a confidentiality agreement with them and sent a notice prohibiting insider information trading to clarify the confidentiality obligations of insiders
