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Jiangsu Shentong Valve Co., Ltd. Insider Registration Management System
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Insider registration management system
(Revised at the third meeting of the sixth session of the Board of Directors)
Chapter I General Provisions
Article 1 In order to regulate the management of inside information of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), strengthen the confidentiality of inside information, safeguard the principles of openness, fairness and impartiality of the company's information disclosure, and protect the legitimate rights and interests of investors, according to the "the People's Republic of China Company Law", "the People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law"), "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 5-Information Disclosure Affairs Management", "Listed Company Supervision Guidelines No. 5-Listed Companies' Inside Information Insider Registration Management System" and other relevant laws, regulations, and regulatory documents combined with the actual situation of the company, this system is specially formulated.
Article 2 The scope of application of this system includes the company's various departments, wholly-owned or holding subsidiaries and their directly affiliated branches, and the relevant responsible personnel of the above-mentioned institutions.
Article 3 The purpose of this system is to clarify the internal reporting obligations and reporting procedures of the company's various departments, wholly-owned or holding subsidiaries and their directly affiliated branches, and the company's shareholding companies that can have a significant impact on them, and clarify the confidentiality of internal information insiders Obligations, responsibilities for violation of confidentiality regulations and information disclosure responsibilities of relevant personnel.
Article 4 the board of directors of a company shall verify the authenticity, accuracy and completeness of the insider information, and ensure that the files of the insider information are true, accurate and complete, and submitted in a timely manner.
The secretary of the board of directors of the company is responsible for the registration and submission of insider information of the company.
The company shall issue a written commitment to ensure the truthfulness, accuracy and completeness of the insider's file and the memorandum on the process of major events when submitting the insider's file, and shall inform all insiders of the relevant provisions of laws and regulations on insider information. The chairman of the board of directors and the secretary of the board of directors shall sign the written commitment for confirmation.
The board of supervisors of the company shall supervise the implementation of the registration management system for insiders of inside information.
Chapter II Insider Information and Insider
Article 5 The inside information referred to in this system refers to the undisclosed information that involves the company's operations, finances or has a significant impact on the trading prices of the company's securities and its derivatives in accordance with the relevant provisions of the Securities Law.
Article 6 The insider of inside information referred to in these Guidelines refers to the internal and external relevant personnel of the company who can contact and obtain inside information, including but not limited:
Directors, supervisors and senior management of (I) companies;
Shareholders who (II) hold more than 5% of the company's shares and their directors, supervisors and senior managers, enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; controlling shareholders, actual controllers and their directors, supervisors and senior managers;
(III) the personnel involved in the planning, demonstration and decision-making of major issues within the company;
(IV) financial personnel, internal auditors, and information disclosure staff who are aware of inside information as a result of their duties;
The purchaser of the (V) company or the party to the transaction of major assets and its controlling shareholders, actual controllers, directors, supervisors and senior managers; the proposal shareholders of related matters and their directors, supervisors and senior managers;
(VI) the staff of the securities regulatory body who can obtain inside information due to their positions or jobs, or the relevant personnel of securities trading venues, securities companies, securities registration and settlement institutions, and intermediary institutions;
(VII) personnel of other external units who lawfully obtain insider information from the Company;
(VIII) personnel of other external units involved in the planning, demonstration, decision-making and approval of major events;
(IX) the staff of the relevant competent departments and regulatory agencies who can obtain inside information on the issuance and trading of securities or the management of the company, its acquisition and major asset transactions due to their statutory duties;
(X) other persons who are aware of the Company's insider information due to their kinship or business relationship with the aforementioned persons;
(11) Other persons who may obtain inside information as prescribed by the securities regulatory authority under the State Council.
Chapter III Administration of Inside Information Registration
Article 7 Before the public disclosure of inside information in accordance with the law, the company shall fill in the file of the insider of the company's inside information, timely record the name or title, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, correspondence 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, and within five trading days after the first legal disclosure of insider information to the relevant regulatory authorities.
The time of knowledge refers to the first time that the insider knows or should know the inside information. Informed methods include, but are not limited to, talks, phone calls, faxes, written reports, emails, etc. The informed phase includes negotiation and planning, argumentation and consultation, contract conclusion, internal reporting, transmission, preparation and resolution.
Article 8 when the following major events occur, the company shall submit the files of insiders with inside information to the Shenzhen Stock Exchange in accordance with the relevant provisions of the Shenzhen Stock Exchange and this system:
(I) major asset restructuring;
(II) a high proportion of dividends, transfer shares;
(III) changes in the rights and interests of the actual controller or the largest shareholder;
(IV) tender offer;
the issuance of (V) securities;
(VI) merger, division, spin-off and listing;
(VII) share repurchases;
(VIII) annual report and semi-annual report;
(IX) equity incentive draft, employee stock ownership plan;
(X) other matters required by the CSRC or the Exchange that may have a significant impact on the trading prices of the Company's shares and their derivatives.
Article 9 After the company discloses major matters, if major changes occur in related matters, the company shall promptly submit the files of insiders to the relevant regulatory agencies.
Before the company discloses major matters, if its stock and its derivatives trading has undergone abnormal fluctuations, the company shall submit the relevant insider information insider files to the relevant regulatory authorities.
Article 10 When the company carries out the major matters specified in Article 8, in addition to filling in or summarizing the files of insiders of inside information, it shall also make a memorandum of the progress of major matters, recording the time of each key point in the planning and decision-making process, the list of personnel involved in the planning and decision-making, the planning and decision-making method, etc. The company shall urge the relevant personnel involved in the memorandum to sign the memorandum for confirmation.
The memorandum of the process of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of the program demonstration, contact and negotiation, formation of relevant intentions, making relevant resolutions, signing relevant agreements, and fulfilling approval procedures. The company shall, within five trading days after the disclosure of inside information in accordance with the law, submit a memorandum of the progress of major matters to the Shenzhen Stock Exchange.
Article 11 When a company plans a major asset reorganization (including the issuance of shares to purchase assets), it shall submit the insider information file to the Exchange when the reorganization is first disclosed. The first disclosure of reorganization matters refers to the early point in time when the planning reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report are disclosed for the first time.
If the company makes major adjustments to the reorganization plan or terminates the reorganization during the period from the first disclosure of the reorganization matter to the disclosure of the reorganization report, or fails to disclose the main financial indicators, estimated value, proposed pricing and other important elements of the underlying assets for the first disclosure of the reorganization matter, the company shall supplement and submit the insider file when disclosing major changes in the reorganization plan or disclosing important elements.
Article 12 The Company shall promptly supplement and improve the file information of insiders with insider information. Insider files and memoranda on the progress of major events shall be kept for at least 10 years from the date of recording (including supplementation and improvement). The Shenzhen Stock Exchange may require the company to make relevant disclosures on the memorandum of the progress of major matters.
Chapter IV Confidentiality Obligation and Responsibility Tracking of Inside Information
Article 13 Before the disclosure of inside information in accordance with the law, the company shall control the scope of information insiders to a minimum.
Article 14 Insiders of inside information shall have the obligation of confidentiality. Before the inside information is disclosed in accordance with the law, they shall not disclose or divulge the company's inside information, shall not use the inside information to buy or sell or advise others to buy or sell the company's stocks and derivatives, and shall not analyze the investment value. Use inside information in documents such as reports and research reports.
Article 15 the company shall, within five trading days after the announcement of the annual report, semi-annual report and relevant major events, conduct a self-examination of the trading of the company's stocks and derivatives by insiders, and find that insiders conduct insider trading, divulge inside information or suggest others to use inside information for trading, it shall be verified and the relevant personnel shall be investigated for responsibility in accordance with its registration and management system for insider information, the situation and the results of the treatment will be disclosed to the public within two trading days.
Article 16: Insider who violates this system, discloses insider information without authorization, or uses insider information to conduct insider trading or advises others to use insider information to conduct transactions, causing serious impact or loss to the company, in accordance with laws, Regulations and regulatory documents shall be investigated for relevant responsibilities; if a crime is involved, it shall be transferred to the judicial organ for criminal responsibility.
Chapter V Supplementary Provisions
Article 17 The Board of Directors of the Company shall be responsible for the interpretation and revision of this system.
Article 18 This system shall be formally implemented from the date of adoption by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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