Shenzhen Infogem Technologies Co.Ltd(300085)
Insider registration system
Chapter I General Provisions
Article 1 in order to strengthen the management of the inside information of Shenzhen Infogem Technologies Co.Ltd(300085) (hereinafter referred to as “the company”), do a good job in the confidentiality of the inside information, maintain the fair principle of information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company and relevant laws and regulations such as the guidelines for the supervision of listed companies No. 5 – registration and management system of insiders of listed companies, the Shenzhen Infogem Technologies Co.Ltd(300085) articles of association and Shenzhen Infogem Technologies Co.Ltd(300085) information disclosure management system.
Article 2 the board of directors of the company is responsible for the management of the company’s insider information and shall ensure that the files of insider information are true, accurate and complete. The chairman of the board of directors is the main responsible person and the Secretary of the board of directors is the specific responsible person for the management of insider information, and is responsible for the registration, filing and filing of insider information of the company. The office of the board of directors is the daily office of the company’s information disclosure management, investor relations management and insider information registration, and is responsible for the supervision of the company’s 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 files of insiders.
The board of supervisors of the company is responsible for supervising the implementation of the insider registration management system.
Article 3 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure related to the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other contents or materials involving inside information and information disclosure reported and transmitted to the outside world shall be reviewed 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) before they can be reported and transmitted to the outside world.
Article 4 the company’s directors, supervisors, senior managers and all departments, branches, subsidiaries and joint-stock companies that can have a significant impact on them shall cooperate in the registration and filing of insider information, and shall not carry out insider trading or cooperate with others to manipulate the trading price of securities.
Article 5 the Secretary of the board of directors of the company shall be responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders.
Chapter II insider information and scope of insider information
Article 6 insider information refers to the unpublished information that involves the operation and finance of a listed company or has 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. Unpublished information refers to the information that the company has not officially disclosed on the information disclosure publications or websites of listed companies designated by the CSRC.
Article 7 the scope of inside information 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, in which 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;
(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 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） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（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） Other matters prescribed by the securities regulatory authority under the State Council.
Article 8 insider refers to the person who can get inside information before the disclosure of inside information.
Article 9 insiders of inside information include but are not limited to:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controllers of the company 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) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) 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;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(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 the company and its acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter III Management of inside information circulation
Article 10 approval requirements for the circulation of inside information:
(I) in general, the circulation of inside information should be strictly controlled within the scope of its departments;
(II) for the circulation of inside information between the departments of the company and its subsidiaries (or branches), the departments of the company and its subsidiaries (or branches) shall perform necessary approval procedures for the circulation of inside information, which can be transferred to other departments only after being approved by the person in charge of the Department;
(III) the circulation of inside information between subsidiaries (or branches) shall be approved by the person in charge of the original holding company of inside information before it can be transferred to other subsidiaries (or branches).
Article 11 reporting, transmission, examination and disclosure procedures of major events:
(I) the company’s directors, supervisors, senior managers, persons in charge of each competent department or subordinate subsidiaries shall timely report the occurrence of major events to the chairman of the company and notify the Secretary of the board of directors at the same time. After receiving the report, the chairman of the board of directors shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the information disclosure of the interim report. Contracts, letters of intent, memoranda and other documents involving major information signed by the company shall be notified to the Secretary of the board of directors and confirmed by the Secretary of the board of directors before signing. If it cannot be confirmed in advance due to special circumstances, it shall be submitted to the Secretary of the board of directors and the director general immediately after signing the relevant documents. The above-mentioned reports shall be reported in writing, telephone, e-mail, oral and other forms. However, when the Secretary of the board of directors deems it necessary, the reporter shall provide written reports and relevant materials, including but not limited to agreements or contracts related to such information, government approvals, laws, regulations, court decisions and briefings. The reporter shall be responsible for the authenticity, accuracy and completeness of the submitted materials.
(II) the Secretary of the board of directors shall immediately organize the office of the board of directors to prepare the first draft of the information disclosure document and submit it to the relevant parties for approval if he evaluates and reviews the relevant materials and believes that it is really necessary to fulfill the obligation of information disclosure as soon as possible; If the approval procedure needs to be performed, it shall be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation as soon as possible.
(III) the Secretary of the board of directors shall submit the approved or approved information disclosure documents to Shenzhen stock exchange for review, and make public disclosure on the media designated by the CSRC after passing the review. In case of significant progress or changes in the above matters, relevant personnel shall report to the chairman or the Secretary of the board of directors in time, and the Secretary of the board of directors shall do a good job in relevant information disclosure in time.
Chapter IV Registration Management of insider information
Article 12 before the public disclosure of inside information according to law, the company shall fill in the files of insiders of the company’s inside information in accordance with the regulations, and timely record the list of insiders of the inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution, disclosure and other links, as well as the time, place, basis, method, content and other information of knowing the inside information. Insiders of inside information shall confirm.
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 directors, supervisors, senior managers of the company, the heads of all departments, branches, subsidiaries and companies that can have a significant impact on them and other insider information insiders 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 14 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the company’s share price, they shall fill in the files of insiders.
Where a securities company or securities service institution is entrusted to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price, it shall fill in the files of insiders.
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.
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.
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 company’s inside information, they shall be registered and managed according to the insiders of the inside information, and fill in the files of insiders of the inside information.
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 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 and division;
(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 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 submit relevant insider information files to Shenzhen Stock Exchange.
The company shall reasonably determine the scope of insiders of inside information that should be submitted in combination with specific circumstances to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 17 Where the company conducts major matters specified in Article 16 of the system, it shall do a good job in the management of inside information 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 the company
