Sansheng Intellectual Education Technology Co.Ltd(300282)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, avoid insider trading, safeguard the principles of openness, fairness and impartiality of information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant laws, such as the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies, the guidelines for the self regulatory supervision of listed companies No. 2 of Shenzhen Stock Exchange – the standardized operation of GEM listed companies, the guidelines for the self regulatory supervision of listed companies No. 5 of Shenzhen Stock Exchange – the management of information disclosure affairs, and the measures for the management of information disclosure of listed companies This system is formulated in accordance with the relevant provisions of laws and regulations and Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the board of directors of the company is responsible for the management of inside information, the chairman is the person in charge of the management of inside information, the Secretary of the board of directors is the organization and implementer, and the securities department is the daily office for the registration and filing of inside information of the company. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the company’s insider information and information disclosure to the outside world. The documents, audio-visual and CD-ROM materials related to inside information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world with the approval of the board of directors. The information submitted or disclosed by the company according to law shall be carried out in strict accordance with the relevant provisions of securities supervision. Article 4 the company’s directors, supervisors, senior managers and all departments and branches (subsidiaries) of the company shall do a good job in the timely reporting, management and confidentiality of insider information, and shall not disclose insider information, conduct insider trading or cooperate with others to manipulate the trading price of the company’s securities.
Article 5 insiders of the company’s inside information shall know relevant laws and regulations, strictly abide by the obligation of confidentiality, register in strict accordance with the relevant provisions of this system, and cooperate with the registration and filing of insiders of the company’s inside information. Chapter II Scope of inside information
Article 6 the insider information mentioned 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. 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 7 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 and major decision to purchase property;
(III) the conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity 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) changes in directors, more than one-third of supervisors or managers of the company;
(VIII) shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or control of the company;
(IX) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company;
(x) major litigation 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, and the 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） Significant changes in the company’s equity structure;
（14） Major changes in the company’s debt guarantee;
（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 listed companies;
（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 foreign parties;
（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） Share repurchase, profit distribution, conversion of capital reserve into share capital or capital increase plan;
（27） Regular reports such as quarterly reports, semi annual reports and annual reports that have not been disclosed by the company, or performance express and performance forecast;
（28） Other important information recognized by the CSRC that has a significant impact on the securities trading price.
Chapter III Scope of insider information
Article 8 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 9 the scope of insiders referred to in this system includes but is not limited to:
(I) relevant personnel within the company who can contact and obtain inside information, including but not limited to 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) external relevant personnel who can contact and obtain the company’s inside information, including but not limited to: 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 companies, securities registration and settlement institutions and securities service 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 specified by the CSRC.
Chapter IV Registration and filing of insiders
Article 10 the company shall truthfully and completely record the list of insiders of inside information in all links such as the report, transmission, preparation, review and disclosure of inside information before disclosure, as well as the time when insiders know the inside information and other relevant files, so as to ensure the completeness and accuracy of the registration file of insiders of inside information for the self inspection of the company and the inquiry of relevant regulatory authorities.
Article 11 before the public disclosure of inside information according to law, the company shall fill in the files of inside information insiders of Listed Companies in accordance with the regulations, and 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 time, place, basis, method and content of knowing the inside information. Insiders of inside information shall confirm.
The board of directors of a company shall act in accordance with these guidelines and the board of directors of a stock exchange company shall act in accordance with these guidelines
Registration, filing and submission of insider information of the company. 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 shall supervise the implementation of the insider registration management system.
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.
Before the company discloses major events, if the trading of the company’s shares and their derivatives has undergone abnormal fluctuations, it shall report to the Shenzhen stock exchange for relevant insider information files.
After the disclosure of major events, if there are major changes in relevant events, the company shall timely supplement and submit the files of insider information to Shenzhen Stock Exchange.
Article 13 Where the company conducts major matters specified in Article 12, it shall do a good job in insider information management and 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 bourse within five trading days after the disclosure of insider information according to law.
Article 14 the contents of the insider’s files include but are not limited to the insider’s name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, communication 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.
The company shall ensure the completeness, authenticity and accuracy of the registration files of insiders.
Article 15 the company shall strictly control the scope of insider information and strengthen the management of insider 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 16 the company’s directors, supervisors, senior managers, departments, branches, holding subsidiaries and other insider information 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 insider information insiders, and timely inform the company of the insider information insiders and the changes of relevant insider information insiders.
Article 17 shareholders, actual controllers, purchasers, counterparties, intermediary service agencies and other insiders of the company shall actively cooperate with the company in the archives of insiders, and timely inform the company of the insiders of major events that have occurred or are to occur and the changes of relevant insiders.
Article 18 before the public disclosure of the matters listed in Article 12 of the system or during 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.
Article 19 the board of directors shall be responsible for the registration and filing, and the Secretary of the board of directors shall organize the implementation. The Secretary of the board of directors shall require insiders to register and file complete information within the specified time, and the registration and filing materials shall be kept for at least ten years.
Chapter V confidentiality management and accountability of inside information
Article 20 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know. Before the inside information is disclosed according to law, they shall not disclose, divulge, report and transmit it in any form, spread and paste it in any form on the company’s LAN or website, use the inside information to buy and sell the company’s shares and derivatives, or suggest others to buy and sell the company’s shares and derivatives, Do not use inside information to seek profits for yourself, relatives or others. The company informs the insider of its confidentiality obligations and responsibilities for illegal confidentiality by signing a confidentiality agreement with the insider of the company, a notice prohibiting insider trading and other necessary means.
Article 21 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 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 to enter the company
