Beijing Quanshi World Online Network Information Co.Ltd(002995)
Insider registration system
April, 2002
catalogue
Chapter I General Provisions 3 Chapter II insider information and insider scope Chapter III Registration and filing system of inside information 6 Chapter IV approval requirements for the circulation of inside information Chapter V confidentiality system of inside information Chapter VI accountability 9 Chapter VII Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to further regulate the management of inside information of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company"), strengthen the confidentiality of inside information and maintain the principle of open, fair and impartial information disclosure, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") Relevant laws and regulations such as 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, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - the standardized operation of listed companies on the main board, and the relevant provisions of the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of association and the measures for the administration of Beijing Quanshi World Online Network Information Co.Ltd(002995) information disclosure, This system is hereby formulated.
Article 2 the board of directors of the company shall check the authenticity, accuracy and integrity of the insider information to ensure the authenticity, accuracy, timeliness and integrity of the insider filing list and information. The chairman of the company is the main person responsible for the management of inside information, and the Secretary of the board of directors (or its designated person) is responsible for the registration, filing and submission of insiders of the company's inside information. The board of supervisors of the company shall supervise the implementation of this system.
Article 3 this system is applicable to all subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them. The directors, supervisors and senior managers of the company, all departments and subsidiaries (branches) 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 of the inside information. Without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit information related to the company's insider information and information disclosure to the outside world.
Chapter II insider information and insider scope
Article 4 inside information refers to information that has not been made public that involves the operation and finance of the company or has a significant impact on the trading price of the company's shares. Unpublished information refers to the information that the company has not officially disclosed in the information disclosure publication or website designated by the CSRC and selected by the company. The information disclosure media designated by the company are Shanghai Securities News, Securities Daily, securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. )。
Article 5 the insider information referred to in this system includes but is not limited to:
（1） Major changes in the company's business policy and business scope;
（2） For the company's major investment, 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;
（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;
（5） The company incurs major losses or losses;
（6） Major changes in the external conditions of the company's production and operation;
（7） The directors, more than one-third of the 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） Major changes in the company's ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） More than 20% of the company's net borrowings or newly added assets at the end of the year; （15） The company waives creditor's rights or property exceeding 10% of the net assets at the end of the previous year;
（16） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（17） The company fails to pay off its due debts;
（18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year.
（19） Other matters prescribed by the securities regulatory authority under the State Council;
Article 6 insiders of inside information refer to relevant internal and external personnel of the company who can contact and obtain inside information, including but 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); (III) 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.
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) other personnel who know the company's relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(VI) the company controlled or actually controlled by the issuer and its directors, supervisors and senior managers; (VII) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, 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） Other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council. Insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information.
Chapter III Registration and filing system of inside information
Article 7 before the public disclosure of inside information according to law, the company shall fill in the insider file of the company's inside information, and report to Shenzhen stock exchange for filing within five trading days after the first public disclosure of inside information according to law. Article 8 the board of directors of the company shall timely register and submit the insider files in accordance with the provisions and the relevant rules of Shenzhen Stock Exchange, and ensure that the insider files are true, accurate and complete. The chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information of listed companies. 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 9 the Secretary of the board of directors shall register and put on record when the relevant personnel know the inside information, and the registration and filing materials shall be kept for at least ten years.
Article 10 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, informed date, informed place, informed way, informed stage, informed content, registrant information, registration time and other information.
Article 11 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. Insiders of inside information shall confirm the files of insiders of inside information.
Article 12 when the company discloses the following major matters, it shall report to the Shenzhen stock exchange the relevant insider information files:
(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 events, in case of major changes in relevant events, the company shall timely supplement and submit insider files 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.
The company shall reasonably determine the scope of insider information that should be reported this time according to the above circumstances, and ensure the completeness and accuracy of the registration file of insider information.
Article 13 Where the company carries out major matters specified in Article 12, it shall disclose relevant information in stages according to the situation; It shall also make a memorandum on the progress of major events, record the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the way of planning and decision-making, and urge the relevant personnel involved in planning major events to sign and confirm on the memorandum. Shareholders, actual controllers and related parties of listed companies 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 the Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 14 before the public disclosure of the matters listed in Article 12 of the system or during the planning process, if a listed company needs to file with the relevant state departments, submit for approval or submit information in other forms according to law, it shall do a good job in the registration of insiders and perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 15 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 company's securities trading price, they shall fill in the insider file;
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 company's securities trading price, it shall fill in the insider file;
Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company's securities trading price shall fill in the insider file;
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 specified requirements and confirmed by insiders of inside information.
Chapter IV approval requirements for the circulation of inside information
Article 16 in general, the circulation of inside information shall be strictly controlled within the scope of its subordinate departments.
Article 17 inside information needs to be transferred between departments of the company. The transfer of inside information shall be subject to necessary examination and approval procedures, and can be transferred to other departments only after being approved by the person in charge of the Department.
Article 18 all branches, holding subsidiaries and joint-stock companies of the company that can have a significant impact on them shall report to the company in time and submit relevant materials. The circulation of inside information between branches and subsidiaries shall be approved by the person in charge of the original holding company of inside information before it can be transferred to other branches and subsidiaries.
Article 19 the company shall register the insiders of the inside information in the circulation of the inside information it knows, and summarize the files of the insiders of the inside information of all parties involved.
