China Dive Company Limited(300526) insider registration management system
April, 2002
China Dive Company Limited(300526)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further regulate the inside information management of China Dive Company Limited(300526) (hereinafter referred to as “the company”), strengthen the confidentiality of the company’s inside information, safeguard the principles of openness, fairness and impartiality of the company’s 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, the provisions on the registration and management system of insiders of listed companies and other relevant laws and regulations, the China Dive Company Limited(300526) articles of Association (hereinafter referred to as the “articles of association”) and the China Dive Company Limited(300526) information disclosure management system (hereinafter referred to as the “information disclosure management system”) This system is hereby formulated in combination with the actual situation of the company.
Article 2 the board of directors is the management organization of the company’s inside information, the chairman is the main person in charge, and the Secretary of the board of directors is responsible for the registration, filing and submission of the company’s inside information insiders. 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 inside information insiders. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 without the approval of the board of directors or the Secretary of the board of directors, any department or individual of the company shall not disclose, report or transmit relevant contents involving the company’s insider information to the outside world. 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. The documents, audio-visual and optical discs and other materials related to insider information and information disclosure 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 and reported to the securities investment department for the record.
Article 4 the directors, supervisors, senior managers and all departments of the company shall keep the inside information confidential.
Chapter II identification standards of inside information and insiders
Article 5 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 securities in securities trading activities. Unpublished means that the company has not officially disclosed it on the website and newspapers designated by China Securities Regulatory Commission or Shenzhen Stock Exchange. Article 6 the scope of inside information referred to in this system 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 or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, equity and operating results;
(IV) the company incurs major debts and fails to pay off the due major debts, or has large liability for compensation;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) 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, and the chairman or president is unable to perform his duties;
(VIII) the shareholders or actual controllers who hold more than 5% of the shares of the company have a great change in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have a great change in their engagement in the same or similar business as the company;
(IX) the company makes a decision on capital reduction, merger, division, dissolution and application for bankruptcy, or enters liquidation proceedings according to law, or enters bankruptcy proceedings according to law and is ordered to close down;
(x) major litigation 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 investigated by the judicial authority. 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 authority;
（12） The newly published laws, regulations, rules and industrial policies may have a significant impact on the company;
（13） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（14） The company’s plans for dividend distribution, capital increase or other refinancing;
（15） The court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
（16） The main assets of the company are sealed up, seized, frozen or mortgaged or pledged;
（17） Major changes in the company’s ownership structure or production and operation status;
（18） Major changes in the company’s external guarantee or debt guarantee;
（19） The mortgage, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time, or the company’s main assets are sealed up, seized or frozen;
（20） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（21） Relevant plans for the acquisition and reorganization of the company;
（22） The credit rating of corporate bonds changes; The company fails to pay off its due debts; The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year; The company incurred major losses exceeding 10% of its net assets at the end of the previous year; （23） Other important information recognized by the securities regulatory authority or the articles of association and information disclosure management system that has a significant impact on the securities trading price.
Article 7 insiders of inside information refer to the units and personnel who can directly or indirectly obtain the inside information before the disclosure of the company’s inside information.
Article 8 the scope of insider information includes but is not limited to:
(I) the issuer and its directors, supervisors and senior managers;
The actual controller of the company and its directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the issuer 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 securities regulatory authority under the State Council.
Non insider information insiders should consciously not inquire about insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Chapter III Registration and filing management of insiders
Article 9 the company shall truthfully and completely record the list of insiders of inside information in all links such as report, transmission, preparation, review and disclosure of inside information before disclosure, as well as the time, place, basis, method, content and other information of knowing the inside information, for the self inspection of the company and the retrieval and inquiry of relevant regulatory authorities. Insiders of inside information shall confirm.
When the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and 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, it shall also prepare a memorandum on the progress of major events, including but not limited to the time of each key point in the planning and decision-making process Participate in the planning of the list of decision-makers, planning and decision-making methods, etc. Urge relevant personnel of the company 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.
Article 10 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of inside information, truthfully, completely and timely record and summarize the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of inside information, And submit relevant information disclosure documents to Shenzhen Stock Exchange at the same time.
Article 11 the company shall, within five trading days after the announcement of the annual report, semi annual report and relevant major events, conduct self-examination on the trading of the company’s securities 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, It shall verify and investigate the responsibilities of relevant personnel according to its insider registration management system, and submit the relevant information and handling results to Shenzhen Stock Exchange and the dispatched office of CSRC in the place of company registration within two working days.
Article 12 the contents of the registration and filing of insider information include but are not limited to the insider’s name, affiliated unit / Department, organization code / ID card number, relationship with the company, securities account, way and specific time of obtaining insider information, specific insider information matters, etc.
Article 13 the Secretary of the board of directors shall be responsible for the registration and filing. 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. The Secretary of the board of directors shall register and record while relevant personnel know the inside information, and the registration and record materials shall be kept for at least ten years.
Article 14 the company’s directors, supervisors, senior managers and the main principals of departments, branches and holding subsidiaries (if any, the same below) 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 shareholders, actual controllers, purchasers, counterparties, intermediary service agencies and other insiders of the company shall actively cooperate with the company in the archives of insiders, and timely inform the company of the insiders of major events that have occurred or are to occur and the changes of relevant insiders. Where securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the company’s securities trading price, they shall fill in the registration information of insiders of the company.
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 the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before the disclosure of insider information, it can be regarded as the same insider information item 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 one thing.
Article 17 procedures for registration and filing of insiders of inside information:
(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 insider filing form at the first time and verify the insider information in time to ensure that the contents filled in the insider filing form are true and accurate;
(III) after verification, the Secretary of the board of directors shall report to Shenzhen Stock Exchange and local securities regulatory bureau for filing in accordance with regulations.
Article 18 the approval procedures for the circulation of inside information of the company are as follows:
(I) generally, the circulation of inside information shall be strictly controlled within the scope of its subordinate departments, branches and holding subsidiaries.
(II) for the circulation of insider information between the company’s departments, branches and holding subsidiaries, it can be transferred to other departments, branches and holding subsidiaries only after being approved by the person in charge of the original holding department, branches and holding subsidiaries of the insider information, and it shall be recorded in the securities investment department.
(III) the provision of inside information shall be approved by the Secretary of the board of directors and filed with the securities investment department. The board of directors has a securities investment department to handle the daily affairs of the board of directors, and the Secretary of the board of directors is the person in charge of the securities investment department. Article 19 in case of any of the following circumstances, the company shall submit the relevant information disclosure documents to the Shenzhen Stock Exchange and file the insider files of the relevant company, including but not limited to:
(I) learning that the company has been acquired;
(II) the board of directors of the company deliberates and approves the major asset restructuring plan or scheme;
(III) the company’s board of directors deliberates and approves the securities issuance plan;
(IV) the company’s board of directors deliberates and adopts the draft of merger and division;
(V) the company’s board of directors deliberates and approves the split listing;
(VI) the board of directors of the company deliberates and approves the share repurchase plan;
(VII) the company plans to disclose annual report and semi annual report;
(VIII) the board of directors of the company deliberated and approved the profit distribution plan and the plan of converting capital reserve into share capital; The above-mentioned “high transfer” refers to that the total number of bonus shares and capital reserve shares transferred for every ten shares reaches more than ten shares;
(IX) the board of directors of the company deliberated and approved the draft of equity incentive and employee stock ownership plan;
(x) other matters that may have a significant impact on the company’s securities trading price, such as major investment, major foreign cooperation or signing major contracts for daily operation;
（11） Before the disclosure of major events, the company’s securities have been trading abnormally;
（12） Other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
Chapter IV confidentiality management of inside information
Article 20 all departments, branches and holding subsidiaries of the company shall strictly follow this system when they are involved in insider information, and may
