Beijing Scitop Bio-Tech Co.Ltd(300858)
Insider registration and filing system
Chapter I General Provisions
Article 1 in order to further standardize the management of insiders of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”), in accordance with the securities law of the people’s Republic of China and the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure affairs, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the Beijing Scitop Bio-Tech Co.Ltd(300858) articles of Association (hereinafter referred to as the “articles of association”), and the measures for the management of Beijing Scitop Bio-Tech Co.Ltd(300858) information disclosure.
Article 2 the company’s insider registration system is applicable to the company’s directors, supervisors, senior managers, functional departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them. The above subjects shall actively cooperate with the company in the registration and filing of insider information.
Article 3 the registration of insiders of the company’s inside information shall follow the management principle of registration upon knowing and archiving for future reference.
Article 4 the company’s board of directors shall be responsible for the registration of insiders of the company’s insider information, with the chairman of the board of directors as the main responsible person, and the Secretary of the board of directors shall organize the implementation. The Securities Department of the company is the centralized management department for the registration and submission of insider information. All departments, branches, holding subsidiaries and joint-stock companies that can exert significant influence on them shall register and submit insider information in accordance with the provisions of this system. All employees (including directors and supervisors) of the company shall actively cooperate with the company in the registration of insiders of inside information, and take necessary measures to minimize the insiders of the information before the disclosure of inside information.
While submitting the insider files, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the filled insider files and the memorandum on the progress of major matters, and inform all insider insiders of the relevant provisions of laws and regulations on insider. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
Article 5 the board of directors of the company shall ensure that the files of insider information are true, accurate and complete, and the board of supervisors of the company shall supervise the implementation of this system.
Chapter II insider information and insider scope
Article 6 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 and their derivatives in the business activities of the company. The scope of inside information includes but is not limited to:
(I) major events that may have a great impact on the company’s stock trading price:
1. Major changes in the company’s business policy and business scope;
2. For the company’s major investment behavior, the company purchases or sells more than 30% of the total assets of the company within one year, or the mortgage, pledge, sale or scrapping of the main assets for business use of the company exceeds 30% of the assets at one time;
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. The external conditions of the company’s production and operation have changed significantly;
7. Changes in directors, more than 1 / 3 supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
8. The shareholders or actual controllers who hold more than 5% of the shares of the company have great changes in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have great changes in their engagement in the same or similar business as the company;
9. 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;
10. Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid according to law;
11. The company is suspected of violating laws and regulations and is investigated by the competent authority, or is subject to criminal punishment or major administrative punishment; The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities;
12. Other important information recognized by the securities regulatory authority under the State Council that has a significant impact on the securities trading price.
(II) major events that may have a great impact on the trading price of listed and traded company bonds (if any):
1. Major changes in the company’s ownership structure or production and operation status;
2. The credit rating of corporate bonds changes;
3. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
4. The company fails to pay off its due debts;
5. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
6. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
7. The company incurred major losses exceeding 10% of the net assets at the end of the previous year;
8. The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
9. Major litigation and arbitration involving the company;
10. The company’s directors and supervisors who are suspected of committing a crime and are actually investigated and controlled by the company’s directors and supervisors according to law;
11. Other matters recognized by the securities regulatory authority under the State Council.
Article 7 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, 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 company’s controlling shareholder, the largest shareholder, actual controller and their directors, supervisors and senior managers;
(III) the company’s wholly-owned, holding subsidiaries or companies actually controlled by the company and its directors, supervisors and senior managers;
(IV) the company’s internal personnel involved in the planning, demonstration and decision-making of major events, financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company. (V) personnel who can obtain relevant inside information of the company due to their work position or business dealings with the company;
(VI) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VII) proposal on relevant matters shareholders and their directors, supervisors and senior managers
(VIII) 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;
(IX) staff of the securities regulatory authority who can obtain inside information due to their duties and work;
(x) 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;
（11） Personnel of other external units who obtain relevant inside information from the company according to law;
（12） Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events; （13） Other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in items (I) to (12).
（14） Other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council. Chapter III Registration and filing management of insiders
Article 8 the company shall truthfully and completely record the report, transmission, preparation, review time and other relevant files of the insider information before disclosure for the company’s self inspection and the inquiry of relevant regulatory authorities.
Article 9 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company in accordance with the regulations, and timely record the list of 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, place, basis, method and content of knowing the insider information. Insiders of inside information shall confirm.
The company shall report to Shenzhen Stock Exchange within five trading days after the first disclosure of inside information according to law. The contents of insider registration and filing include: name or 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 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 10 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the listed company, as well as other matters that have a significant impact on the securities trading price of the listed company, they shall fill in the insider file of their own 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 securities trading price of the listed company, it shall fill in the insider file of the institution.
Acquirers, counterparties of major asset restructuring and other initiators involved in listed companies and having a significant impact on the securities trading price of listed companies shall fill in the insider files of their own units.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to the relevant listed companies in stages according to the process 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 specified requirements and confirmed by insiders of inside information.
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 involved.
Article 11 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 relevant administrative departments in accordance with 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 listed 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.
When inside information occurs, insiders who know the information (including but not limited to directors, supervisors, senior managers of the company, or heads of relevant departments and institutions) 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 all confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations. The Secretary of the board of directors shall organize relevant insiders to fill in the insider registration form (see Annex I) at the first time and verify the insider information in time, so as to ensure the authenticity of the contents filled in the insider registration form Accuracy.
Article 12 in case of any of the following major events, the company shall submit relevant insider information and insider files to Shenzhen Stock Exchange:
(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.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely submit the insider files of insider information to Shenzhen Stock Exchange.
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.
Article 13 when the company conducts major matters specified in Article 12 of the system, it shall do a good job in insider information management and disclose relevant information in stages according to the situation; It shall also prepare a memorandum on the progress of major events (see Annex II), including but 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 and decision-making, the way of planning and decision-making, and urge relevant personnel involved in major events to sign and confirm the memorandum on the progress of major events. 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. The company shall submit a memorandum on the progress of major events to Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 14 when planning a major asset reorganization (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen Stock Exchange when disclosing the reorganization 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 15 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. Insider file
