Jiangsu Bide Science And Technology Co.Ltd(605298)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the management of the inside information of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”), strengthen the confidentiality of the inside information, maintain the principles of openness, fairness and impartiality of the company’s information disclosure, and protect the legitimate rights and interests of the majority 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 measures for the administration of information disclosure of listed companies and the stock listing rules of Shanghai Stock Exchange This system is formulated in accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies and other relevant laws and regulations and the articles of association.
Article 2 the board of directors shall be responsible for the management of inside information, and the Secretary of the board of directors shall organize the implementation. The Securities Department of the company is the daily office of the company’s information disclosure management, investor relations management and insider information registration, and is responsible for the supervision of the company’s insider information. The Secretary of the board of directors and the securities department are responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall act as the Secretary of the board of directors.
Article 3 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 of the company to the outside world. The documents, audio-visual and CD-ROM related to inside information and information disclosure shall be reviewed and approved by the board of directors or the Secretary of the board of directors before they can be reported and transmitted to the outside world.
Article 4 the directors, supervisors and senior managers of the company, all departments of the company, branches of the company, holding subsidiaries and joint-stock companies that can have a significant impact on them shall keep the inside information confidential. Article 5 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II insider information and its scope
Article 6 the insider information mentioned in this system refers to the matters known to insiders and involving the company’s operation and financial department that have not been officially disclosed on the designated information disclosure publications or the website of the stock exchange.
Article 7 inside information includes but is 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 incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） Other matters stipulated by the securities regulatory authority under the State Council and the stock exchange.
Chapter III insider information and its scope
Article 8 insider refers to the person who can directly or indirectly obtain insider information before the disclosure of the company’s insider information.
Article 9 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 controller of the company and its 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) the company’s acquirer or major asset trading party and its 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 securities regulatory authority under the State Council.
Chapter IV Registration and filing
Article 10 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company in accordance with the regulations, 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 Secretary of the board of directors shall be responsible for the registration and filing of inside information, and the registration and filing materials shall be kept for at least ten years.
The board of directors of the company shall timely register and submit the insider files in accordance with the relevant rules of the CSRC and the stock exchange, and ensure that the insider files 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 of the company shall supervise the implementation of the insider registration management system.
Eleventh insider information is recorded, including, but not limited to, the name, duty, ID number, work unit, insider information, channels and methods of knowing insider information, time and confidentiality provisions.
Article 12 procedures for registration and filing of insiders:
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of each department and institution) shall inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various 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 registration form of insiders according to the regulations at the first time and verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the registration form of insiders;
(III) the Secretary of the board of directors shall report to the regulatory authority for filing in accordance with the provisions after verification.
Article 13 when a company conducts major events 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 the regulations, it shall also make a memorandum on the progress of major events, including but not limited to the time of each key time point in the planning and decision-making process Participate in the planning of the list of decision-makers, 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.
Article 14 the directors, supervisors and senior managers of the company, as well as the main principals of all departments, branches, 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 insider of the company and the change of relevant insider information.
Article 15 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.
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 archives of insiders. Acquirers, counterparties of major asset restructuring and other initiators of matters involving the company and having a significant impact on the company’s share price shall fill in the archives 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. 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.
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.
Article 16 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 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 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.
Chapter V confidentiality and accountability
Article 17 insiders of the company’s inside information shall have the obligation to keep confidential the inside information they know.
Article 18 the company and its directors, supervisors, senior managers and insiders of relevant inside information shall control the insiders of the information to a minimum before the public disclosure of the inside information, and designate special personnel to submit and keep the major information documents.
Article 19 prior to the public disclosure of inside information according to law, the controlling shareholders and actual controllers of the company shall not abuse their shareholders’ rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 20 insiders of insider information of securities trading and those who illegally obtain insider information shall not buy or sell the company’s securities, disclose the information, or suggest others to buy or sell the securities before the insider information is made public. Where there are other provisions in the Securities Law on the acquisition of shares of listed companies by natural persons, legal persons or unincorporated organizations that hold or jointly hold more than 5% of the shares of the company with others through agreements or other arrangements, such provisions shall apply. If insider trading causes losses to investors, they shall be liable for compensation according to law. No unit or individual may illegally obtain, provide or disseminate the company’s inside information.
Article 21 the company shall, in accordance with the provisions of the China Securities Regulatory Commission and the stock exchange, conduct self-examination on the trading of the company’s securities by insiders. If it is found that insiders of inside information conduct insider trading, disclose insider information or suggest others to conduct trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with its insider registration management system, and submit the relevant information and handling results to the dispatched office of the CSRC and the stock exchange in the place where the company is registered within two working days.
Article 22 If insiders disclose the inside information they know, or use the inside information to carry out insider trading, spread false information, manipulate the securities market or commit fraud, which has caused serious impact or loss to the company, the company will punish the relevant responsible person or require him to bear compensation liability in accordance with relevant regulations. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law.
Article 23 the company reserves the right to investigate the responsibility of the sponsors, securities service institutions and their personnel who issue special documents for the company’s performance of information disclosure obligations, shareholders or potential shareholders holding more than 5% of the company’s shares, controlling shareholders and actual controllers who disclose the company’s information without authorization and cause losses to the company.
Chapter VI supplementary provisions
Article 24 matters not covered in this system or in conflict with relevant provisions shall be handled in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 5 – the registration and administration system of insiders of listed companies and other relevant laws and administrative regulations The relevant provisions of departmental rules and normative documents shall be implemented. Article 25 the board of directors of the company has the right to modify and interpret the system according to the provisions of relevant laws and regulations and the actual situation of the company.
Article 26 the system shall come into force and be implemented from the date of deliberation and approval by the general meeting of shareholders of the company.
