Insider registration management system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further standardize the management of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) insider information, strengthen the confidentiality of the company’s insider information, and maintain the principles of openness, fairness and impartiality of the company’s information disclosure, in accordance with 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 formulated in combination with the actual situation of the company in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and Gosun Holdings Co.Ltd(000971) information disclosure management system.
Article 2 the board of directors of the company is the management organization of inside information, which shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the board of directors is the main person in charge. The Secretary of the board of directors is responsible for the registration of insider information of the company.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the directors, supervisors, senior managers of the company and the main principals of all departments of the company, holding subsidiaries and joint-stock companies that can have a significant impact on them shall actively cooperate with the company in the registration of insiders of inside information, and timely inform the insiders of inside information and the changes of relevant insiders of inside information.
Article 4 without the approval of the board of directors or the consent of the Secretary of the board of directors, no department or individual of the company shall disclose, report or transmit the insider information and unpublished information of the company to the outside world. The documents, mobile storage media, audio (video) tapes, CDs and other materials involving inside information and unpublished information reported and transmitted to the outside world must be approved by the main principals of relevant functional departments and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the degree of importance).
Article 5 when receiving news media interviews, the company’s leaders or relevant departments shall notify the Secretary of the board of directors to participate in the whole process. The news manuscripts of the company reported by the reporter shall be published after being reviewed and approved by the Secretary of the board of directors.
Article 6 the directors, supervisors and senior managers of the company, all departments, subsidiaries and other insiders of inside information shall cooperate in the confidentiality of inside information, and shall not disclose inside information, conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities.
Article 7 inside information of the company’s holding subsidiaries and joint-stock companies that the company can have a significant impact on
Information management shall be implemented with reference to the provisions of this system.
Chapter II meaning and scope of inside information
Article 8 the insider information referred to in this system refers to the unpublished information involving the operation and finance of the company or having 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. Not disclosed means that the company has not been disclosed in the information disclosure media and the website of Shenzhen Stock Exchange (www.szse. CN) in accordance with the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) And cninfo.
Article 9 the insider information referred to in this system refers to the unpublished information involving the operation and finance of the company or having a significant impact on the market price of the company’s securities, including but not limited to:
(I) major changes in the company’s business policy and business scope;
(II) 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;
(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) change of directors, more than 1 / 3 supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(VIII) 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;
(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） Major changes have taken place in the company’s ownership structure, production and operation status and external conditions of production and operation;
（13） The credit rating of corporate bonds changes;
（14） The mortgage, pledge, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time;
（15） The company fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） 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;
（20） Major litigation and arbitration involving the company;
（21） 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;
（22） Other matters prescribed by the securities regulatory authority under the State Council.
Chapter III meaning and scope of insider
Article 10 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 11 insiders referred to in this system include but are not limited to:
(I) the company and its directors, supervisors and senior managers; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers; The controlling shareholder, the largest shareholder, the actual controller of the company and its directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); 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.
(III) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(IV) other personnel who can obtain inside information as stipulated by the CSRC.
Chapter IV Registration and filing
Article 12 before the public disclosure of inside information according to law, the company shall fill in the insider file of the company’s inside information according to this system, and submit it to Shenzhen Stock Exchange within five trading days after the first disclosure of inside information according to law.
The files of insiders of inside information shall 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, information date, information place, information method, information stage, information 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 13 the company shall, in accordance with the provisions and requirements of the CSRC and Shenzhen Stock Exchange, conduct a self-examination on the trading of the company’s shares and their derivatives by insiders within five trading days after the announcement of the annual report, semi annual report and relevant major events, and find that insiders conduct insider trading, disclose insider information or suggest others to use insider information for trading, It shall verify and investigate the responsibilities of relevant personnel according to its insider registration management system, and disclose the relevant situation and handling results within two trading days.
Article 14 when the shareholders, actual controllers and their related parties of the company study and initiate major matters related to the company, as well as other matters that have a significant impact on the company’s share price, they shall fill in the file of the insider of the unit.
Where securities companies, securities service institutions, law firms and other intermediaries are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the company’s stock price, they shall fill in the files of insiders of their own institutions.
Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall fill in the files of insiders of the unit.
The above-mentioned entities shall deliver the insider files to the company in stages according to the progress of the matter, but 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 in accordance with the requirements of Article 12 of this system.
The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Article 15 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.
If the company needs to regularly submit information to the relevant 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 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 16 when the company discloses the following major matters, it shall report to the Shenzhen stock exchange the relevant insider information files:
(I) major assets reorganization and acquisition of the company;
(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 securities 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 report relevant insider information files to Shenzhen Stock Exchange.
Article 17 for major matters such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, in addition to filling in the insider files of the company in accordance with Article 12 of the system, the company shall also prepare a memorandum on the progress of major matters, including but not limited to the time of each key point in the planning and decision-making process, the list of personnel involved in planning and decision-making, the planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation.
Article 18 in case of major events listed in Article 16 of the system, the company shall submit the insider files of the insider information and the progress memorandum of major events to Shenzhen Stock Exchange within five trading days after the public disclosure of the insider information according to law.
Article 19 the directors, supervisors, senior managers, functional departments, holding subsidiaries and their main principals of the company 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 20 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 21 when submitting the files of insider information, the company shall issue a written commitment to ensure the authenticity, accuracy and integrity of the files of insider information and the memorandum on the progress of major matters, and inform all insider information of the relevant provisions of laws and regulations on insider information. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
Article 22 the company shall strictly manage the archives of insiders of inside information, and keep the registration and filing materials for ten years for inquiry by the CSRC and its dispatched offices and Shenzhen Stock Exchange.
Chapter V confidential information management
Article 23
