360 Security Technology Inc(601360)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further standardize the management of inside information of 360 Security Technology Inc(601360) (hereinafter referred to as “the company” or “the company”), prevent insiders of the company from abusing their right to know, divulging the company’s inside information and conducting insider trading, and maintain the principle of “openness, fairness and impartiality” of information disclosure, This system is formulated in accordance with the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 5 – Provisions on the registration and management system of insiders of listed companies (hereinafter referred to as the “provisions”) and the management system of information disclosure affairs, and in combination with the actual situation of the company.
Article 2 the board of directors of the company shall timely register and submit the files of insider information in accordance with the system and the relevant rules of Shanghai Stock Exchange, and ensure that the files of insider 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 the specific person in charge of the company’s insider information management, and is responsible for the registration, filing and submission of the company’s insider information. 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 Department of the company assists the Secretary of the board of directors in the registration and management of insider files. The board of supervisors of the company shall supervise the implementation of this system.
Article 3 when providing non-public information to persons other than those with inside information, the company shall strictly implement the administrative measures for information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant normative documents, as well as the company’s information disclosure management system and this system.
Chapter II definition of inside information and insiders
Article 4 the term “inside information” as mentioned in this system refers to the unpublished information known by insiders, involving the operation and finance of the company or having a great impact on the price of the company’s securities market. Unpublished means that it has not been published in the media or the website of Shanghai stock exchange that meet the conditions stipulated by the securities regulatory authority of the State Council（ http://www.sse.com.cn. ）Matters officially disclosed in the.
Article 5 the scope of inside information referred to in this system includes but is not limited to:
（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;
（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, or has large liability for compensation;
（5） The company incurs major losses or losses;
（6） Major changes in the external conditions of the company’s production and operation;
（7） The directors, more than one-third of the supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
（8） Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Being ordered to go bankrupt or close down according to law;
（9） 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;
（10） Significant changes have taken place in the company’s equity structure; 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;
（11） Plans for profit distribution or capital increase of the company;
（12） Relevant resolutions of the board of directors on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（13） The signing of major contracts such as mergers and acquisitions and reorganization that have not been disclosed by the company;
（14） The mortgage, pledge, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time;
（15） Major changes in the company’s debt guarantee;
（16） Relevant plans for the acquisition of the company;
（17） The acts of directors, supervisors and senior managers of the company may be liable for major damages according to law;
（18） The company’s suspected crime was filed for investigation according to law, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company were suspected of illegal crime and taken compulsory measures according to law;
（19） Other important information recognized by the CSRC and Shanghai stock exchange that has a significant impact on the securities trading price.
The information within the above scope involving all subordinate departments of the company, branches of the company, holding subsidiaries of the company and joint-stock companies that can have a significant impact on them belongs to the insider information of the above subjects.
Article 6 the insider referred to in this system refers to the person who can directly or indirectly know the insider information before the disclosure of the company’s insider information, including but not limited to:
（1） The company and its directors, supervisors and senior managers;
（2） 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;
（3） The company controlled or actually controlled by the company and its directors, supervisors and senior managers; （4） Persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
（5） Acquirers or major asset traders of the company and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
（6） 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;
（7） Staff of securities regulatory bodies who can obtain inside information due to their duties and work; （8） Staff members 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 the company and its acquisitions and major asset transactions;
（9） Other personnel specified by laws, regulations and the CSRC.
The person in charge of the subordinate departments of the company, the company’s branches, the company’s holding subsidiaries and the joint-stock companies that can have a significant impact on them is the person in charge of internal reporting of insider information of the department or the unit, and needs to perform relevant obligations in accordance with the provisions of this system.
Chapter III archives management of insider information
Article 7 before the public disclosure of inside information according to law, the company shall fill in the file registration form of 360 Security Technology Inc(601360) insiders of inside information (hereinafter referred to as the registration form) as required, and timely record the list of insiders of inside information at the stages of negotiation and planning, demonstration and consultation, contract conclusion, reporting, 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 8 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 trading price of the company’s securities, they shall fill in the registration form.
Article 9 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 form. Article 10 purchasers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s securities trading price shall fill in the registration form.
Article 11 insiders of inside information shall ensure the authenticity, accuracy and completeness of the registration form, deliver the registration form to the Securities Department of the company in stages according to the progress of the matter, and cooperate with the company in the registration and filing of insider files. The delivery time of the complete registration form shall not be later than the time of public disclosure of inside information.
Article 12 the registration form shall be filled in as required and confirmed by insiders. Article 13 the company shall do a good job in the registration of insiders in the circulation of insider information, and summarize the files of insiders involved in Articles 8 to 10.
Article 14 in addition to the time required for the preparation of the memorandum, the disclosure of other major matters that may affect the company’s merger and split transaction shall be limited to the time of making the memorandum or split transaction, but shall not be limited to the time of making the memorandum or split transaction 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 15 insiders of inside information shall fill in the registration form as required from the date they learn the inside information and report to the Secretary of the board of directors of the company within 2 working days. The Secretary of the board of directors shall require insiders of inside information to provide or supplement relevant information completely.
The person in charge of the subordinate departments of the company, the company’s branches, the company’s holding subsidiaries and the joint-stock companies that can have a significant impact on them shall immediately report the relevant information of the insider information to the Secretary of the board of directors of the company in writing after learning the insider information of the department or unit, and fill in and submit the registration form in accordance with the above provisions.
Article 16 the company’s inside information matters shall be reported in the form of “one case, one report”. Each list of insiders of inside information reported for filing only involves one piece of inside information, and different inside information shall be submitted for filing separately.
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.
Article 18 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 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 19 the company shall timely supplement and improve the registration form and the progress memorandum of major events. The files of insiders of inside information shall be kept by the Secretary of the board of directors from the date of record (including supplement and improvement), and the retention period shall be at least 10 years. The company shall submit the registration form and the memorandum on the progress of major events to the Shanghai Stock Exchange within five trading days after the public disclosure of insider information according to law, and disclose the relevant contents in the memorandum on the progress of major events according to the requirements of the Shanghai Stock Exchange. After the disclosure of major events by the company, in case of major changes in relevant events, the company shall timely supplement and submit the registration form and the memorandum on the progress of major events.
Article 20 the company shall strengthen the management of the submission and use of external information. The submission of annual statistical statements and other submission requirements of external units without laws and regulations shall be rejected. If it should be submitted according to the requirements of laws and regulations, it is necessary to register the relevant personnel of the external unit as insider for future reference; The relevant information submitted shall be regarded as inside information, and the relevant personnel of the submitted external unit shall be reminded in writing to perform the obligation of confidentiality. Chapter IV confidentiality management of inside information
Article 21 before the company’s inside information is publicly disclosed, the directors, supervisors, senior managers and relevant insiders of the company shall take necessary measures to control the scope of insiders of the information to the minimum.
Article 22 before the company’s inside information is publicly disclosed, the controlling shareholders and actual controllers of the company shall not abuse their shareholders’ rights or dominant position to require the company and its directors, supervisors or senior managers to provide them with inside information.
Article 23 all subordinate departments of the company, branches of the company, holding subsidiaries of the company and joint-stock companies that can exert significant influence on them shall have the obligation to keep confidential the inside information when it comes to the report and transmission of inside information, and shall be responsible for reporting to the board of directors of the company and cooperating with the board of directors of the company in information disclosure.
Article 24 insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information. Insiders of insider information shall not disclose insider information, conduct insider trading or suggest others to use insider information for trading before the insider information is disclosed according to law, and shall not disclose regular reports, temporary reports and other insider information to the outside world or specific personnel in the form or way of company performance briefing, investor meeting, investor investigation and discussion, media interview and so on. However, if, based on the requirements of the competent department, it is necessary to provide part or all of the contents of insider information such as regular reports or interim reports to the competent department, the company shall explicitly require the competent department to keep confidential and shall not disclose relevant information.
Article 25 before the public disclosure of the inside information, the insider of the inside information shall properly keep the documents, discs, tapes, meeting minutes, resolutions and other materials containing the inside information, and shall not lend them to others for reading and copying, or hand them over to others for carrying and keeping. Insiders of inside information shall take corresponding measures to ensure that the relevant inside information stored in the computer will not be read or copied.
Article 26 before the announcement of the company’s inside information, except for the provisions of laws and regulations and the company’s system, insiders of the inside information shall not disclose and submit the company’s inside information and relevant data to the outside world, and shall not spread it in any form on any website.
Article 27 If the company’s inside information needs to be provided to other parties due to the requirements of national laws, regulations and other systems, it shall confirm that it has signed a confidentiality agreement or obtained its commitment to the confidentiality of relevant information before providing it.
Article 28 non insiders become insiders of inside information after they know the inside information and are bound by this system.
Chapter V accountability
Article 29 the company shall conduct self inspection on the trading of the company’s securities by insiders in accordance with the provisions of the CSRC and Shanghai Stock Exchange. If insiders of inside information conduct insider trading, disclose inside information or suggest others to use inside information for trading, the company will investigate the responsibilities of relevant personnel in accordance with relevant regulations after verification, and submit relevant information and handling results to Tianjin Securities Regulatory Bureau and Shanghai Stock Exchange within 2 working days. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law.
Article 30 insider information
