Insider registration management system
Chapter I General Provisions
Article 1 in order to further regulate the insider information management of Tellgen Corporation(300642) (hereinafter referred to as “the company” or “the company”), strengthen the confidentiality of the company’s insider information and maintain the principle of fairness in 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 (hereinafter referred to as “the securities law”) and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the provisions of Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”) and Tellgen Corporation(300642) information disclosure management system, and in combination with the actual situation of the company.
Article 2 the board of directors of the company is the management organization of inside information. It shall ensure that the company registers and submits the files of inside information insiders in time as required, and ensure that the files of inside information insiders are true, accurate and complete. The chairman of the board of directors is the main person in charge and the Secretary of the board of directors is responsible for the registration, filing and submission of inside information insiders of the company. The chairman of the board of directors and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the insider files, and the board of supervisors shall supervise the implementation of the insider registration management system. Article 3 the Securities Affairs Department of the company is the daily office for information disclosure management, investor relations management and insider information registration and filing, and is uniformly responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders.
Article 4 this system is applicable to the management of inside information and insiders of all subordinate departments, holding subsidiaries, branches and joint-stock companies that can have a significant impact on them.
Chapter II Scope 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 trading price of the company’s shares and their derivatives in accordance with the relevant provisions of the securities law.
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 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） Other matters stipulated by China Securities Regulatory Commission, Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and relevant laws and regulations.
Article 7 the insider referred to in this system refers to the internal and external relevant personnel of the company who can contact and obtain the insider information before the disclosure of the company’s insider information, including but 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, the company’s controlling shareholder, the largest shareholder, actual controller and their directors, supervisors and senior managers;
(III) enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers;
(IV) financial personnel, internal auditors and information disclosure staff who can obtain relevant inside information of the company due to their positions in the company;
(V) personnel involved in the planning, demonstration and decision-making of major events within the company;
(VI) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers (if any);
(VII) proposal of relevant matters shareholders and their directors, supervisors and senior managers (if any);
(VIII) staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities registration and settlement institutions and intermediary institutions; Staff 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 listed companies and their acquisitions and major asset transactions; Personnel of other external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events. (IX) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in items (I) to (VIII).
(x) other personnel specified by the CSRC and the Shenzhen Stock Exchange.
Chapter III Registration and submission of insider files
Article 8 before the public disclosure of inside information according to law, the company shall truthfully and completely fill in the files of inside information insiders, timely record the list of inside information insiders 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 relevant files such as the time, place, basis, method and content of insiders knowing the inside information, For the self inspection of the company and the inquiry of relevant regulatory authorities.
Article 9 the contents of the insider’s files include but are not limited to the insider’s name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, informed date, informed place, informed method, informed stage, informed content, registrant information Registration time, etc. 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 10 the directors, supervisors, senior managers, departments, holding subsidiaries, branches of the company and the persons in charge of the 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 company of the insider information and the change of relevant insider information.
Article 11 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 trading price of the company’s shares or its derivatives, they shall fill in the file of the insider of the unit.
Where a securities company or securities service institution is entrusted to carry out relevant business, and the entrusted matter has a significant impact on the trading price of the company’s shares or its derivatives, it shall fill in the file of the insider of the institution. Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the trading price of the company’s shares or its derivatives shall fill in the files of insiders of the unit. 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 requirements of this system, and the insiders of inside information shall confirm the filling contents.
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 12 Where 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 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 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 13 Where the company has the following major events, in addition to filling in the insider file of the company, it shall also make a memorandum on the progress of major events:
(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 the Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
The contents of the memorandum on the progress of major events include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the memorandum to sign on 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.
The progress memorandum of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of scheme demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other matters.
Article 14 the company shall reasonably determine the scope of insiders of inside information to be submitted for the matters referred to in Article 13 of the system in combination with specific circumstances, so as to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 15 the company shall strengthen the management of the submission and use of inside information. The submission of annual statistical statements and other submission requirements of external units without legal basis shall be rejected. If the company should submit according to the requirements of laws and regulations, it is necessary to register the relevant personnel of the submitted external unit as insiders for future reference. The submitted external unit shall remind relevant personnel to perform the obligation of confidentiality.
Article 16 the company shall, within five trading days after the first public disclosure of the inside information according to law, submit the files of the insiders of the previous inside information and the progress memorandum of major events to the Shenzhen Stock Exchange. Before the company discloses major events, if the trading of the company’s shares and their derivatives has undergone abnormal fluctuations, the company shall submit relevant insider information files to the Shenzhen 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 insider files and memoranda on the progress of major events to the Shenzhen Stock Exchange.
When planning major asset restructuring (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen Stock Exchange when disclosing the restructuring matters for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report.
During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or if the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 17 the procedures for the registration and filing of the company’s inside information are as follows:
1. When inside information occurs, insiders who know the information (mainly the heads of departments and institutions) need to inform the Secretary of the board of directors of the company of the information 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;
2. The Secretary of the board of directors shall organize relevant insiders to fill in the insider file at the first time and verify the insider information in time to ensure the authenticity and accuracy of the contents filled in the insider file.
3. Insiders of relevant inside information shall take the initiative to fill in the archives of insiders of listed companies from the date they learn the inside information, and submit relevant documents to the securities affairs department within five trading days. After registration, the securities affairs department shall be responsible for filing the form for the company’s self inspection or the inspection of the regulatory authority. The securities affairs department has the right to require insiders to provide or supplement other relevant information.
4. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least ten years from the date of recording (including supplement and improvement).
Article 18 the approval procedures for the circulation of inside information of the company are as follows:
1. The insider should know the inside information within the first time and strictly control the circulation of inside information.
2. When the inside information needs to be circulated within the Department, the insider of the inside information shall obtain the consent of the head of the Department.
3. When the inside information needs to be transferred between departments, it can only be transferred to other departments after being jointly approved by the person in charge of the original holding functional department of the inside information and the outflow functional department of the inside information.
4. In the process of transmitting the inside information, the insider shall inform the Secretary of the board of directors and the Securities Affairs Department of the list of personnel in the next link of the inside information transmission, and inform the personnel in the next link of the inside information to register with the securities affairs department. If the insider in the next link fails to register in time, the relevant responsibilities shall be borne by the insider and the insider in the next link.
5. The securities affairs department shall timely inform the relevant insiders of their responsibilities when registering the insiders
