Genimous Technology Co.Ltd(000676)
Insider registration management system
Chapter I General Provisions
Article 1 in order to regulate the management of Genimous Technology Co.Ltd(000676) (hereinafter referred to as “the company”), strengthen the confidentiality of insider information, maintain the fairness 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 (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 measures for the administration of information disclosure of listed companies, stock listing rules of Shenzhen Stock Exchange, guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, guidelines for the self discipline supervision of listed companies No. 5 – management of information disclosure affairs of Shenzhen Stock Exchange, etc The system is formulated in accordance with the provisions of normative documents and the Genimous Technology Co.Ltd(000676) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the scope of application of this system is: all subordinate departments, branches, holding subsidiaries of the company and joint-stock companies and external information users that the company can have a significant impact on.
Chapter II inside information and insiders
Article 3 the insider information referred to in this system refers to the unpublished information involving the operation and finance of the company or having a significant impact on the price of the company’s securities market. The unpublished information referred to in this system refers to the information that has not been officially disclosed on the information disclosure media or website designated by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). Inside information 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 or sells major assets exceeding 30% of the total assets of the company within one year, or the mortgage, pledge, sale or scrapping of major assets for business use of the company 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) change of directors, more than 1 / 3 supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(VIII) the situation of shareholders or actual controllers holding more than 5% of the company’s 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 for dividend distribution and capital increase, 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 declared invalid according to law;
（11） The company is suspected of committing a crime and investigated according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and taken compulsory measures according to law;
（12） Other matters prescribed by the securities regulatory authority under the State Council.
Article 4 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the insider information, including but 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 the securities regulatory authority 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 Registration and filing of inside information
Article 5 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 Annex I) in accordance with this system, and timely record the list of insiders of all inside information at the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure, as well as the time, place, basis Method, content and other information. Insiders of inside information shall sign for confirmation.
Article 6 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 company, position, related person, relationship type, informed date, informed place, informed method, informed stage, informed content, registrant information Registration time and other information.
Article 7 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 8 the board of directors of the company shall timely register and submit the insider files in accordance with the relevant provisions of the CSRC and the relevant rules of the stock exchange, and ensure that the insider files are true, accurate and complete. The chairman is the main responsible person for insider information management. The Secretary of the board of directors is responsible for the registration, filing and submission 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 securities department shall specifically handle the registration, filing and filing of insiders of the company’s insider information.
The board of supervisors shall supervise the implementation of the insider registration management system.
Article 9 in case of any of the following major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange:
(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) draft equity incentive plan and employee stock ownership plan;
(x) other matters required by the CSRC or the 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 abnormal fluctuations have occurred in the trading of its shares and their derivatives, 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 to Shenzhen Stock Exchange in combination with specific circumstances, so as to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 10 the insiders of the company shall actively cooperate with the company in the establishment of insider files, truthfully and completely provide relevant information, 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 11 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 of the company’s inside information.
If 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 is necessary to fill in the file of the insider of the company’s inside information.
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 of the company.
The above 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 event process. The delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The insider file shall be filled in according to the requirements of this system and signed by the insider for confirmation.
The company shall register the insiders of insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved.
Article 12 If the company needs to regularly submit information to the relevant administrative departments 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 continuously register the time of submitting information. In addition to the above circumstances, when the circulation of inside information involves the administrative department, the name of the administrative department, the reason for contacting the inside information and the time of knowing the inside information shall be registered in the insider file in the way of recording each event.
Article 13 when the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and share repurchase, or discloses other events that may have a significant impact on the company’s securities trading price, it shall not only fill in the insider file of the company in accordance with these Provisions, but also prepare a memorandum on the progress of major events (Annex II), The contents include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the planning and decision-making methods, etc. The company shall urge relevant personnel involved in the memorandum to sign on the Memorandum for confirmation. The progress memorandum of major events shall be free from falsehood, major omissions and major errors. 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, etc. 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 14 when planning major asset restructuring (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen Stock Exchange when disclosing the restructuring matters for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report.
During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 15 the person in charge of each department of the company, the person in charge of the company’s subordinate branches or branches, the chairman and general manager of the company’s holding subsidiaries, and the directors, supervisors and senior managers of the company’s participating subsidiaries are the persons with internal reporting obligations as stipulated in the system, and have the obligation to report the major information known within their scope of authority, After knowing the inside information described in this system, timely report the relevant situation to the person in charge of the company and the Secretary of the board of directors in accordance with relevant regulations on the same day, and strictly abide by the relevant regulations of this system as an insider of inside information. Article 16 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least ten years from the date of recording (including supplement and improvement).
The company shall, within five trading days after the public disclosure of the inside information according to law, submit the insider files of the inside information and the progress memorandum of major events to the stock exchange.
After the disclosure of major events by the company, in case of major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Chapter IV confidentiality management of inside information
Article 17 before the insider information is publicly disclosed according to law, the insider of the insider information shall have the obligation of confidentiality and shall not disclose or disclose the insider information, buy or sell or suggest others to buy or sell the company’s shares and their derivatives.
Article 18 the company and its directors, supervisors, senior managers and insiders of relevant inside information shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information. Article 19 the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position to require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 20 without the consent of the Secretary of the board of directors (major matters are reported to the board of directors for approval), no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world, and shall not lend the documents and materials containing insider information, meeting minutes, meeting resolutions and other documents and materials.
Article 21 when the company needs to provide inside information to the outside in accordance with laws and regulations, it can strengthen the management of inside information by signing a confidentiality agreement with the insiders or issuing a notice prohibiting insider trading to the insiders.
Article 22 If the company needs to submit financial statements to tax, statistics and other administrative authorities and banks and other relevant institutions in advance due to special circumstances before the disclosure of periodic reports, it shall send a written letter to inform it of its information confidentiality obligations.
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