Songcheng Performance Development Co.Ltd(300144)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information and maintain the fairness of 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, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies This system is hereby formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations, departmental rules and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the Songcheng Performance Development Co.Ltd(300144) articles of association and its amendment (hereinafter referred to as the articles of association).
Article 2 the board of directors shall timely register and submit the files of insider information, check the authenticity, accuracy and integrity of insider information, and ensure that the files of insider information are true, accurate, timely and complete. The chairman of the board of directors is the main person in charge. The Secretary of the board of directors shall be responsible for the registration, filing and submission of insider information of the company, and the securities investment department shall assist the Secretary of the board of directors in performing his duties. 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.
Article 3 the Secretary of the board of directors and the securities investment department shall be responsible for the reception, consultation (inquiry) and service of the company as a listed company to the regulatory authorities, news media and shareholders.
Article 4 the directors, supervisors and senior managers of the company and all departments, subsidiaries and branches of the company shall keep the inside information confidential, and shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Article 5 without the approval of the board of directors, any department or individual of the company shall not disclose, report or transmit the contents involving the company’s inside information and the information to be disclosed to the outside world. The contents or materials involving inside information and information to be disclosed, such as documents, soft (magnetic) discs, audio (video) tapes and optical discs reported and transmitted to the outside world, can only be reported and transmitted to the outside world with the approval of the board of directors.
Chapter II Scope of inside information
Article 6 the insider information mentioned in this system refers to the matters involving the operation and finance of the company or having a significant impact on the trading price of the company’s securities and their derivatives, which have not been officially disclosed on the website of Shenzhen Stock Exchange and the information disclosure media meeting the conditions stipulated by the CSRC, including but not limited to:
(I) the company’s major investment behavior, major property purchase decision, major changes in business policy and business scope;
(II) the conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity and operating results;
(III) the company has major debts and fails to pay off the due major debts;
(IV) the company has incurred major losses or losses;
(V) change of directors, more than 1 / 3 supervisors or president of the company; The chairman or president is unable to perform his duties;
(VI) shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or control of the company;
(VII) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company;
(VIII) 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;
(IX) the board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
(x) the company’s plan to distribute dividends or increase capital, and significant changes in the company’s equity structure;
（11） The company’s main assets are sealed up, seized, frozen or mortgaged, pledged or auctioned, and the mortgage, scrap or sale of the company’s main assets for business use exceeds 30% of the assets at one time;
（12） The main or all businesses of the company have come to a standstill;
（13） Major guarantee provided by the company or major change of the company’s debt guarantee;
（14） The company’s undisclosed merger, reorganization, private placement and other activities;
（15） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（16） The company is suspected of committing a crime and is filed for investigation by the judicial organ, or is subject to criminal punishment or major administrative punishment. The directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial organ; （17） Other matters prescribed by the CSRC and Shenzhen Stock Exchange.
Chapter III Scope of insider information
Article 8 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company’s insider information.
Article 9 the scope of insiders referred to in this system includes but is not limited to:
(I) directors, supervisors and senior managers of the company;
(II) shareholders holding more than 5% of the company’s shares 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 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 the company and its acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by the CSRC and Shenzhen Stock Exchange. Chapter IV Registration and filing of insiders
Article 10 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company’s insider information in accordance with the regulations, truthfully, completely and timely record the list of all insider information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure, as well as the time when the insider knows the insider information, and timely supplement and improve it, For the self inspection of the company and the inquiry of relevant regulatory authorities. Insiders of inside information shall confirm. Relevant records and archives shall be kept for at least 10 years from the date of records (including supplement and improvement).
Article 11 the contents of the registration and filing of insider information include but are not limited to the insider’s name, position, ID card number or unified social credit code, securities account, contact mobile phone, mailing address, work unit, relationship with the listed company, duty, related person, relationship type, informed date, informed place, informed way, informed stage, informed content, registrant information Registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information. The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 12 in case of any of the following major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange in accordance with the provisions of this system:
(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) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
Article 13 the company shall ensure the completeness, authenticity and accuracy of the registration files of insiders.
Article 14 the company’s directors, supervisors, senior managers and the main principals of all departments and subsidiaries of the headquarters 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 changes of relevant insider information.
Article 15 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 to occur and the changes of relevant insiders.
Article 16 the personnel of the government administrative department who come into contact with the inside information of the company 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 government 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 government 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.
The Securities Investment Department of the company shall regularly verify the insider information and changes of the company’s shareholders, actual controllers, counterparties of major transactions and securities service institutions who know that major events have occurred or are about to occur in the company.
Article 17 procedures for registration and filing of insiders of the company’s insider information:
（1） 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 control the transmission and informed scope of insider information in accordance with various laws and regulations;
（2） The Secretary of the board of directors shall organize relevant insiders to fill in the registration form of insiders of inside information at the first time, and verify the inside information in time to ensure the authenticity, integrity and accuracy of the contents filled in;
（3） After verification, the Secretary of the board of directors shall file relevant materials and report to Shenzhen stock exchange for filing as required.
Article 18 when the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, or discloses other matters that may have a significant impact on the company’s securities trading price, in addition to the registration and filing of insider information in accordance with this system, it shall also prepare 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 decision-making personnel files, planning and decision-making methods, etc. Relevant personnel involved shall sign the Memorandum for confirmation.
Article 19 If the company has major events in planning or progress, it shall do a good job in insider information management, disclose the relevant information in stages according to the situation, and prepare a memorandum on the progress of major events, recording the time of each key node in the planning and decision-making process, the list of personnel participating in planning and decision-making, planning and decision-making methods, etc, And urge the relevant personnel involved in the planning and decision-making of major matters 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 16 the company shall, within five trading days after the first public disclosure of the inside information according to law, submit the insider files and the progress memorandum of major events to Shenzhen Stock Exchange, and disclose the relevant contents in the progress memorandum of major events according to the requirements of Shenzhen 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.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall submit relevant insider information files to Shenzhen Stock Exchange.
Chapter V confidentiality management of inside information
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.
Article 18 insiders of inside information shall not disclose, report or submit the inside information they know to the public in any form without authorization, nor use the inside information to buy and sell the company’s shares and their derivatives, or suggest others to buy and sell the company’s shares and their derivatives, nor use the inside information to make profits for themselves, their relatives or others, nor use the inside information in investment value analysis reports, research reports and other documents.
Article 19 If the controlling shareholder or actual controller has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse.
Article 20 if the company provides unpublished information to major shareholders, actual controllers and other insiders, it shall confirm that it has signed a confidentiality agreement with them or that it has confidentiality obligations to the company before providing it.
Article 21 non insider information insiders shall consciously avoid asking for insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Chapter VI accountability
Article 22 Where insiders of inside information disclose the inside information they know, or use the inside information to carry out insider trading, spread false information, manipulate the securities market or engage in fraud and other activities, which have caused serious impact or losses to the company, the board of directors of the company will, according to the seriousness of the circumstances, give criticism, warning, demerit recording, demotion and salary reduction, retention and observation, terminate the labor contract, confiscate illegal income and other sanctions to the responsible personnel, And appropriate claims for compensation, the above sanctions can be imposed separately or concurrently. The punishment of China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities will not affect
