Hbis Company Limited(000709) insider registration management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further standardize the inside information management of Hbis Company Limited(000709) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, maintain the principle of “openness, impartiality and fairness” of information disclosure, and fully fulfill the responsibility of integrity and diligence to investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), measures for the administration of information disclosure of listed companies, guidelines for the supervision of listed companies No. 5 – registration and administration system for insiders of listed companies and other laws, regulations, normative documents, articles of association, information disclosure management system and other relevant provisions are formulated in combination with the actual situation of the company.
Article 2 the management of the company’s inside information is the responsibility of the company’s board of directors, with the chairman as the main responsible person and the Secretary of the board of directors organizing the implementation. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform the duties of the Secretary of the board of directors on his behalf. The office of the board of directors is the daily work department for the supervision, management, registration, disclosure and filing of the company’s inside information. As the only information disclosure organization of the company, it is responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the directors, supervisors, senior managers, departments and subsidiaries of the company shall keep the inside information confidential and actively cooperate with the Secretary of the board of directors in the registration and filing of insiders. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world.
Article 4 when providing non-public information to insiders, the company shall strictly abide by the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant normative documents, as well as the company’s information disclosure management system and other relevant regulations.
Chapter II inside information and insiders
Article 5 The term “inside information” as mentioned in this system refers to the unpublished information related to the company’s operation, finance or that may have a significant impact on the company’s securities market price known to the insiders of the inside information. “Unpublished” refers to the matters that have not been officially published in the information disclosure publications of listed companies or designated websites designated by the CSRC.
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, 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’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
(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) the company’s abandonment of creditor’s rights or property exceeds 10% of the net assets at the end of the previous year;
(VIII) major changes in the external conditions of the company’s production and operation;
(IX) the credit rating of corporate bonds has changed;
(x) the directors, more than one-third of the supervisors or the general manager of the company change, and the chairman or general manager is unable to perform his duties;
（11） The situation of shareholders or actual controllers holding more than 5% of the shares of the company 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;
（12） 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; （13） 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;
（14） 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;
（15） The newly published laws, regulations, rules and industrial policies may have a significant impact on the company; （16） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
（17） 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; （18） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（19） Quarterly, interim and annual financial reports not disclosed by the company;
（20） Obtain large government subsidies and other additional income that may have a significant impact on the company’s assets, liabilities, equity or operating results;
（21） Change accounting policies and accounting estimates;
（22） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（23） Major changes in the register of shareholders;
（24） Other important information that has a significant impact on the securities trading price stipulated by laws, regulations or normative documents of the CSRC and Shenzhen Stock Exchange.
Article 7 the insider referred to in this system refers to the units and individuals that can directly or indirectly obtain the insider information before the disclosure of the company’s insider information, including but 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, the actual controllers and controlling shareholders 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) the acquirer or major asset transaction party of the company 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) insider information or other regulatory documents of the Shenzhen Stock Exchange.
Chapter III circulation of inside information and filing and registration of insiders
Article 8 the circulation scope of inside information shall be strictly controlled, and the list of insiders of all inside information at the stages of negotiation and planning, demonstration and consultation, contract conclusion and other stages, as well as the report, transmission, preparation, review and disclosure of inside information before disclosure, as well as the time, place, basis, method, content and other relevant files of insiders’ knowledge of inside information shall be truthfully and completely recorded for the self inspection of the company and the inquiry of relevant regulatory authorities.
Insiders shall confirm the relevant information.
Ninth insider information is recorded, including, but not limited to, the name, duty, ID number, securities account, work unit, insider information, time, way and mode of insider information (see Annex I).
Article 10 the company’s directors, supervisors, senior managers, functional departments, branches, holding subsidiaries and listed companies that can exert significant influence 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 11 shareholders, actual controllers, purchasers, counterparties, securities service institutions and other insiders of the company 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 12 the board of directors shall be responsible for the registration and filing of inside information, and the Secretary of the board of directors shall organize the implementation. The Secretary of the board of directors shall register the relevant personnel while knowing that they know the inside information, and the registration materials shall be kept for at least 10 years. If the insider should no longer be managed as an insider due to job adjustment, resignation, termination of cooperation and change of equity relationship, the company shall adjust the insider file.
Article 13 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 company’s securities trading price, it shall not only fill in the insider file of the listed company according to the regulations, but also make a memorandum on the progress of major matters (see Annex II), The contents include but are not limited to the time of each key time point in the planning and decision-making process, the list of decision-makers participating in the planning and decision-making, the planning and decision-making methods, etc., and urge the relevant personnel involved in the memorandum to sign on the Memorandum for confirmation.
Article 14 the company shall regularly check the trading of the company’s securities by insiders and their related persons. If it is found that insiders conduct insider trading, disclose insider information or suggest others to trade, the company shall conduct self-examination on the trading of the company’s shares by insiders and their related persons within 2 working days, and investigate the responsibilities of relevant personnel in accordance with this system, At the same time, it shall be reported to Hebei securities regulatory bureau and Shenzhen Stock Exchange.
Article 15 the process of registration and filing of inside information:
(I) when inside information occurs, the insider shall inform the Secretary of the board of directors of the company at the first time. The Secretary of the board of directors shall timely inform relevant insiders of all confidential matters and responsibilities, and timely control the transmission and scope of insider information in accordance with various laws and regulations;
(II) the Secretary of the board of directors shall, at the first time, require relevant insiders to fill in the insiders’ files and verify the inside information in time to ensure the authenticity, completeness and accuracy of the contents filled in the insiders’ files;
(III) after verification, the Secretary of the board of directors shall report to Hebei securities regulatory bureau and Shenzhen Stock Exchange in accordance with the regulations, and file the relevant materials.
Chapter IV confidentiality of inside information and accountability
Article 16 insiders of the company’s insider information shall have the obligation to keep confidential the insider information they know. Before the insider information is disclosed according to law, they shall not disclose, report or transmit the insider information in any form, use the insider information to buy and sell the company’s securities, or suggest others to buy and sell the company’s securities, or use the insider information to make profits for themselves, their relatives or others.
Article 17 the company’s directors, supervisors, senior managers, functional departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall keep the inside information confidential, shall not disclose the inside information, shall not carry out insider trading or cooperate with others to manipulate the securities trading price.
Article 18 before the disclosure of inside information according to law, the major shareholders 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. Shareholders and other insiders of the company shall not disclose inside information in any way, and shall not engage in insider trading, market manipulation or other fraudulent activities.
Article 19 when discussing matters that may have a significant impact on the company’s stock price, the controlling shareholders and actual controllers of the company shall minimize the scope of information. If the matter has been circulated in the market and the company’s stock price has changed, the company shall clarify it in time.
Article 20 Where insiders of inside information disclose the inside information they know, or use the inside information for insider trading, suggest others to use the inside information for trading, manipulate the securities market and other activities, which have caused serious impact or losses to the company, the board of directors of the company shall, depending on the seriousness of the circumstances, criticize, warn, record a demerit, demote, remove from office, confiscate the illegal income, terminate the labor contract and other sanctions against the relevant responsible person, And require the responsible person to compensate for the losses of the company. If the company is suspected of violating the law and committing a crime, the company will transfer it to the relevant state organs according to law and investigate its legal responsibility. Article 21 if the intermediary service institution violates this system, the company will prompt the risk according to the situation and terminate the cooperation in accordance with the provisions of the contract. In case of violation of relevant laws, regulations or normative legal documents, the company shall apply to relevant regulatory authorities for punishment.
Article 22 If sponsors, securities service institutions and their personnel who issue special documents for the company to fulfill its obligation of information disclosure, shareholders or potential shareholders holding more than 5% of the company’s shares disclose the company’s information without authorization and cause losses to the company, the company reserves the right to investigate their responsibilities.
Article 23 before providing other insider information, the listed company, the controlling shareholder and the actual controller shall confirm that they have been filed with the office of the board of directors, sign a confidentiality agreement with them or obtain their commitment to the confidentiality of relevant information, inform them in writing of the provisions of relevant laws and regulations on insider information, and urge them to do a good job in information confidentiality.
Article 24 The results of the company’s handling of the insider’s violation of this system shall be filed with Hebei securities regulatory bureau and Shenzhen Stock Exchange in time.
Article 25 Where insiders of inside information are punished by the company, authorities or judicial authorities for insider trading or other illegal activities in violation of the provisions of this system, and it is necessary to make an announcement according to the requirements, the company shall make an announcement on the designated disclosure media in time.
