Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Midea Group Co.Ltd(000333) (hereinafter referred to as the “company”) and strengthen the confidentiality of inside information, this system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and other relevant laws, regulations, rules and the articles of association.
Article 2 the board of directors of the company guarantees that the files of insiders of inside information are true, accurate and complete, and the chairman is the main person in charge. The Secretary of the board of directors shall be responsible for filing and submitting the registered insider 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 insider information file. The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the office of the board of directors of the company is the permanent comprehensive office of the board of directors, and the person in charge is the Secretary of the board of directors. Authorized by the board of directors, the office of the board of directors is specifically responsible for the supervision and information disclosure of the company’s inside information.
Article 4 the directors, supervisors, senior managers and all departments of the company shall keep the inside information confidential.
Article 5 the company and its directors, supervisors, senior managers and insiders shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II meaning and scope of inside information
Article 6 insider information refers to the information that has not been disclosed that involves the company’s operation, finance or has a great impact on the trading price of the company’s shares and derivatives in accordance with the relevant provisions of the securities law. Not disclosed refers to the matters that have not been officially disclosed by the Ministry of securities on the website of Shenzhen Stock Exchange and the media meeting the conditions stipulated by the CSRC (hereinafter referred to as “qualified media”).
Article 7 scope of inside information:
1. Major changes in the company’s business policy or 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 conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity and operating results;
4. The company has major debts or fails to pay off the due major debts;
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 the directors, more than one-third of the directors, supervisors or the president of the company;
8. The shareholders or actual controllers who hold more than 5% of the shares of the company have great changes in their shares or control of 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. Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Or enter bankruptcy proceedings according to law and be ordered to close down;
10. 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 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. The promulgation of laws and regulations that may have a significant impact on the company’s industry;
13. The board of directors forms resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
14. The company’s dividend distribution plan;
15. Significant changes have taken place in the company’s equity structure;
16. The court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust established or the voting right is restricted according to law;
17. The main assets of the company are sealed up, seized, frozen or the mortgage, sale or scrapping of the main assets for business use of the company exceeds 30% of the assets at one time;
18. The company’s main or all businesses are restricted to entry and suspended;
19. The company provides major guarantees to the outside world; Major changes in the company’s debt guarantee;
20. Obtain large government subsidies and other additional income that may have a significant impact on the company’s assets, liabilities, equity or operating results;
21. The directors, supervisors and senior managers of the company may be liable for major damages according to law; 22. Relevant plans for the acquisition of listed companies;
23. Change accounting policies and accounting estimates;
24. Other important information recognized by the securities regulatory authorities that has a significant impact on the securities trading price.
Chapter III meaning and scope of insider information
Article 8 insiders of inside information refer to relevant internal and external personnel of the company who can contact and obtain inside information.
Article 9 scope of insider information:
1. Directors, supervisors and senior managers of the company; 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;
2. 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;
3. Other persons who know the inside information of the company due to kinship and business relationship with the relevant personnel in Items 1 and 2 above;
4. Other insiders specified by the CSRC.
Article 10 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 the bourse within five trading days after the first public disclosure of inside information according to law.
The files of insiders of inside information shall include: name, nationality, certificate type, certificate number, 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 11 when the company discloses the following major matters, it shall report the relevant insider information files to the bourse:
1. The company is acquired;
2. Major asset reorganization;
3. Securities issuance;
4. Merger and division;
5. Share repurchase;
6. Annual report and semi annual report;
7. High proportion of shares transferred;
8. Draft equity incentive plan and employee stock ownership plan;
9. Other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation or signing major contracts for daily operation;
10. Other circumstances recognized by the CSRC or the bourse.
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 bourse.
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 the exchange.
Article 12 the company shall, in accordance with the provisions and requirements of the CSRC and the Shenzhen Stock Exchange, conduct a 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 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 in accordance with this system, and submit relevant information and handling results to Shenzhen Stock Exchange and disclose them to the public within two trading days.
Chapter IV Registration Management System
Article 13 the company shall establish a file of insiders of inside information, and record in a timely manner the list of insiders of all inside information of the company at all stages of consultation and planning, demonstration and consultation, administrative examination and approval and all links of reporting, transmission, preparation, review, resolution and disclosure before the disclosure of inside information, as well as the time, place, method, content and other relevant information of knowing the inside information.
Article 14 the company shall regularly conduct self-examination on the integrity and accuracy of the registration and filing of insiders and the trading of stocks and derivatives of relevant listed companies by insiders, so as to ensure the authenticity, accuracy and integrity of the files of insiders. For insider trading, divulging insider information or advising others to use insider information for trading, the company shall investigate the responsibilities of relevant personnel in accordance with the insider registration management system and report the relevant situation to the regulatory authority.
Article 15 the company shall designate special institutions and personnel to be responsible for the registration and filing of insider information of listed companies, do a good job in the registration of insider information in the circulation of insider information, and do a good job in the registration of controlling shareholders, actual controllers and related parties, securities companies, securities service institutions, law firms, purchasers Summary of insider information files submitted to the company by major asset restructuring counterparties and other entities in accordance with relevant regulations.
Article 16 all members of the board of directors and other insiders of the company shall minimize the scope of information before the public disclosure of the company’s information. If the company needs to submit insider information to the relevant administrative department in accordance with relevant regulations, the name of the administrative department, the reason for contacting the insider information and the time of knowing the insider information shall be registered in the insider file.
Article 17 when the company has or is planning major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, equity incentive and so on, it shall do a good job in insider information management and disclose suggestive announcements in stages as appropriate; The company shall also prepare a memorandum on the progress of major events, including but not limited to the time of each key time point in the planning and decision-making process, the list of personnel involved in planning and decision-making, the way of planning and decision-making, etc. the company shall urge the relevant personnel involved in the memorandum to sign on the Memorandum for confirmation. Before the above events are disclosed, the directors and relevant insiders shall ensure that the relevant information is absolutely confidential. If the information is difficult to keep confidential, or has been leaked, or the company’s stock price has obviously fluctuated abnormally, the company shall disclose it immediately.
Article 18 the company shall formulate a major information reporting system to clarify the internal reporting obligations, reporting procedures and Information Disclosure Responsibilities of relevant personnel of all subordinate departments, branches, holding subsidiaries and joint-stock companies that can implement significant influence.
Article 19 the company shall formulate a confidentiality system for inside information, clarify the confidentiality obligations of insiders, the responsibilities for violating confidentiality provisions, and inform insiders of relevant matters by signing confidentiality agreements, banning insider trading and public notices.
Article 20 the company shall timely supplement and improve the information of insider files, which shall be kept for at least 10 years from the date of recording.
Article 21 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 filing list and information of the insider information.
The Secretary of the board of directors of the company is responsible for the registration, filing and filing of insiders of the company.
While submitting the files of insiders, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the information of insiders and the contents of the memorandum on the progress of major matters, and inform all insiders of the relevant provisions of relevant laws and regulations on insiders. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
Chapter V penalties
Article 22 If an insider violates the company law, the securities law, the stock listing rules and the provisions of this system, causing serious consequences and causing heavy losses to the company, the responsible person shall be given the following sanctions according to the seriousness of the circumstances in accordance with the relevant provisions:
1. Circulate a notice of criticism;
2. Warning;
3. Demerit recording;
4. Demotion and salary reduction;
5. Stay in the company for inspection;
6. Confiscate the illegal income according to law and impose a fine;
7. Terminate the labor contract.
The above sanctions may be imposed separately or concurrently.
Article 23 If an insider violates the above provisions and causes serious consequences to the society, causing serious losses to the company and constituting a crime, he will be transferred to the judicial organ for criminal responsibility according to law.
Chapter VI supplementary provisions
Article 24 this system shall be implemented after being deliberated and approved by the board of directors.
