Hitevision Co.Ltd(002955) insider registration and filing system
April 2022
Chapter I General Provisions
Article 1 in order to regulate the inside information management of Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”), keep the inside information confidential, maintain the principles of openness, fairness and impartiality of the company’s information disclosure, effectively prevent securities violations such as insider trading, and safeguard the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system for insiders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the provisions of Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the “articles of association”), This system is hereby formulated.
Article 2 the board of directors of the company is the internal information management organization of the company. The chairman is the main person in charge of the confidentiality management of the internal information of the company, the Secretary of the board of directors is responsible for the registration and filing of the insiders of the internal information of the company, and the heads of other departments and subsidiaries of the company are the persons in charge of the confidentiality work within their management scope, responsible for the report and transmission of the internal information involved. The office of the board of directors of the company is the daily management department for the registration and filing of the company’s inside information, which is specifically responsible for the registration, disclosure, filing and management of the insiders of the company’s inside information.
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 management and registration system for insiders of the company.
Article 3 the directors, supervisors, senior managers of the company, all departments, subsidiaries of the company and the joint-stock companies and their principals that can have a significant impact on them shall keep the inside information confidential and actively cooperate with the Secretary of the board of directors to register and report the insiders of the inside information. Insiders of inside information shall be responsible for confidentiality. They shall not disclose the inside information before it is publicly disclosed according to law, use the inside information to buy and sell the company’s securities and their derivatives, conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities and their derivatives.
Article 4 the company shall strengthen the education and training of insiders, ensure that insiders clarify their rights, obligations and legal responsibilities, urge relevant personnel to strictly perform their duties of information confidentiality, and resolutely put an end to insider trading and other securities violations.
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 securities and their derivatives in accordance with the relevant provisions of the securities law. Unpublished means that the company has not officially disclosed on the information disclosure publications or websites of listed companies designated by the CSRC and selected by the articles of association.
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) 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) 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 decision 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 is suspected of committing a crime and is investigated by the judicial organ. The actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial organ;
（12） The company’s plan to distribute dividends or increase capital;
（13） Major changes in the company’s ownership structure;
（14） The credit rating of corporate bonds changes;
（15） The mortgage, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time;
（16） The directors, supervisors and senior managers of the company may be liable for major damages according to law; （17） Relevant plans for the acquisition of the company;
（18） Newly promulgated laws, regulations, rules and industrial policies may have a significant impact on the company;
（19） The board of directors forms relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes; （20） The main assets are sealed up, seized, frozen or mortgaged or pledged;
（21） Major or all businesses come to a standstill;
（22） Providing major guarantees to the outside world, and the company’s new loans or providing guarantees to the outside world exceed 20% of the net assets at the end of the previous year;
（23） Obtain large government subsidies and other additional income that may have a significant impact on the company’s assets, liabilities, equity or operating results;
（24） Change accounting policies and accounting estimates;
（25） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（26） Other important information recognized by the securities regulatory authority that has a significant impact on the securities trading price. Article 7 the insider referred to in this system refers to the unit or individual that can directly or indirectly obtain the insider information before the disclosure of the company’s insider information.
Article 8 the scope of insiders referred to in this system includes but is not limited to:
(I) directors and supervisors 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) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(IV) internal personnel of the company who participate in the planning, demonstration, decision-making and other links of major events;
(V) financial personnel, internal auditors and information disclosure staff who can obtain the company’s relevant inside information due to their positions in the company;
(VI) the acquirer, the controlling shareholder, the controlling shareholder and the actual assets of the listed company (if any);
(VII) 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;
(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 listed companies and their acquisitions and major asset transactions;
(IX) personnel of other external units who obtain relevant inside information from the company according to law;
(x) personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events.
（11） Other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in items (I) to (x).
（12） Other personnel who can obtain inside information as stipulated by the CSRC.
Chapter III Registration and filing of insiders
Article 9 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of the company’s inside information (see the annex for the necessary items), truthfully, completely and timely record and summarize the list of insiders of the inside information 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 time, place, basis, method and content of knowing the inside information, And report to the stock exchange within five trading days after the first disclosure of inside information according to law.
The files of insiders of inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Article 10 in case of any of the following major events, the company shall submit relevant insider information files to the stock exchange in accordance with regulations:
(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 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 supplement and submit insider files to the 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 the stock exchange.
The company shall reasonably determine the scope of insiders of inside information that should be submitted this time in combination with specific circumstances, so as to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 11 Where the company conducts major matters specified in Article 10, 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, including but not limited to 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. 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 12 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.
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 strengthen the management of inside information and strictly control the scope of insiders of inside information. Insiders of inside information shall actively cooperate with the company in the filing of insiders of inside information, and timely provide the company with true, accurate and complete insider information in accordance with relevant requirements.
Article 14 the company’s directors, supervisors, senior managers, departments, branches, holding subsidiaries and the main principals and other insiders 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 insiders, and timely inform the company of the insiders and the changes of relevant insiders.
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 of their own unit.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to relevant companies in stages according to the process of the matter. The delivery time of the complete insider files shall not be later than the time of public disclosure 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 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 1.
Article 16 before the public disclosure of the matters listed in Article 10 of this system or in the planning process, if the 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 of inside information, and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Chapter IV confidentiality management and accountability of insider information
Article 17 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose, report and transmit the inside information in any form, use the inside information to buy and sell the company’s shares and derivatives, or advise others to buy and sell the company’s shares and derivatives, and use the inside information to make profits for themselves, their relatives or others. The company informs insiders of its confidentiality obligations and responsibilities for illegal confidentiality by signing confidentiality agreements with insiders of the company, notification of prohibition of insider trading and other necessary means.
Article 18 the company shall, in accordance with the provisions and requirements of the CSRC and Shenzhen Stock Exchange, conduct self-examination on the trading of the company’s securities and their derivatives by insiders within five trading days after the announcement of the annual report, semi annual report and relevant major events, and discover the inside information
