Sunday, November 27, 2011

and prison thing

129667840515615392_271Jiangsu hengtong photoelectric company limited, 1 inside information insiders registration management system (revised November 2011) chapter one article in order to regulate the Jiangsu hengtong photoelectric company limited (hereinafter referred to as "company") acts of insider information management, strengthening of insider information confidential, to uphold the principles of fair information disclosure, according to the Chinese peopleCompany law, the Republic of the People's Republic of China Securities Act, the information disclosure regulations for listed companies, the shares on the Shanghai Stock Exchange listing rules and other relevant laws and regulations and the company Charter, the relevant provisions of the corporate disclosure management system, combined with the actual situation of the company to develop this system. Second Board company insider informationManagement body, without the approval of the Board or authority, any Department of the company or individual is allowed to disclose the company's inside information. Article insider information management in the first person responsible for the company, Chairman, head of Secretary of the Board for the management of inside information, the Securities Department is responsible for the disclosure of company information, investor relations management of the daily offices, specificResponsible for company registration rudang, the record of insider information and management. Each Department of the company, which the companies cooperate. Company's Board of supervisors should be monitoring the inside information insiders registration management system implementation. Chapter II the meaning and scope of insider information referred to in the fourth article of the system of inside information is information that related to company's business, financial or corporate securitiesHave a significant impact of market prices and its derivative varieties, has not been specified at the China Securities Regulatory Commission and selected information disclosure of listed companies by the company newspaper or official disclosure of information on the site. Including but not limited to: (a) significant changes in the company's operating principles and scope, and (ii) acquisition of the company's major investment and significant property decisions, (c) publicDivision made an important contract, might have on the company's assets, liabilities, rights, and business performance, have a major impact; and (iv) company a major violation of debts and the collapse of major debt settlement expires; and (v) company a major loss or a major loss (vi) the company produces the management of major changes in external conditions, (VII) the company's directors, threeMore than one supervisor or Manager changes; 2 (h) holding shares above 5% the company's shareholders or the actual controller, its shares or control large changes in the company's situation, (IX) capital of the company, merger, separation, dissolution and bankruptcy decision; (x) major litigation involving the company, the general meeting of shareholders, the Board of Directors resolutionsIs revoked or declared null and void in accordance with law, (11) investigation into alleged crimes are judicial organs of the company, company directors, supervisors, and executives suspected of crime by the judicial authorities take coercive measures (12) company for distribution of dividends or capital increase plans (13) significant changes in the ownership structure, and (14) the company debt guarantees significant changes(15) operating with primary mortgage, sale of assets or scrapped over the assets of 30%, (16) company directors, supervisors, and executives may bear significant damage liability, (17) acquired the relevant programmes, and (18) the Board will issue new shares or other financing options,Formation of equity incentive plan related to resolutions (19) to buy back shares of the company, or Provident Fund converted into share capital plan, (20) access to large government subsidies may be on the company's assets, liabilities, rights, such as additional revenue or operating results have a significant impact, (21) change in accounting policies, accounting estimates, (22) the Court ruling prohibits holdingShareholders to transfer their shares; shares pledged more than one shareholder holding company 5%, frozen, judicial auctions set trust, trusteeship, or be limited according to law the right to vote, (23) main assets were sealing up, distraining, freezing or by mortgage, pledge, (24) the main or the entire business to a standstill, (25), China Securities, Shanghai SecuritiesNew York Stock Exchange recognized by other undertakings, such as financial or trading of corporate securities and derivative prices have a significant impact of the information has not been made public. Inside information insiders the meaning and the scope of chapter III referred to in the fifth article of the regime inside information insiders refer to company insider information before the public has direct or indirect access to inside information of personnel, including, but not limited to: (I) Company of Directors, and prison thing, and senior management personnel; (ii) holds company 5% above shares of shareholders and directors, and prison thing, and senior management personnel, public 3 Division of actual control people and directors, and prison thing, and senior management personnel; (three) company holding of company and directors, and prison thing, and senior management personnel; (four) due to by any company duties can gets publicDivision of insider information officers, and (v) staff, as well as the securities regulatory body since statutory duty on the issuance of securities, transaction management and other staff; (f) sponsor, underwrite securities companies, securities exchanges, securities registration and settlement organizations, securities services officer, (VII) other people in the securities regulatory body under the State Council。 Article sixth non-insiders knew that inside information, insider information become inside information insiders, are bound by this system. Chapter fourth inside information insiders registration and recording of the seventh before the public disclosure of inside information according to law, the company shall be true, accurate, complete and company of the inside information insiders file form (see annex 1), time recordingOn the stages of planning, demonstration consulting, contract preparation, resolution and reporting, delivery, and disclosure of inside information insiders list of links and so on, and aware of the inside information when, where, pursuant to, approach, content and other information. Eighth of the company involves the significant asset acquisitions, reorganization, issuance of securities, merger, separation, buying back shares, incentive, and other important matters,Except in accordance with this system the seventh firm outside of the inside information insiders file form, should also be made on major issues Memorandum process, including but not limited to, planning each critical point in time, participation in the decision-making process planning, planning decisions, such as the list of decision makers. Memorandum of the company shall supervise personnel involved on the memorandum they sign at acknowledgement. The ninthCompany important matters should be covered by this system article eighth after public disclosure of inside information related to inside information insiders archives and major issues in a timely manner the process memorandum submitted to the Shanghai Stock Exchange. Article tenth of the company important matters should be covered by this system article eighth within 5 business days after the public disclosure of inside information according to law, the inside information insidersFiles submitted to the Securities Commission Bureau of Jiangsu Province. The 11th Secretary of the Board of the relevant personnel aware of inside information and should be registered, registration materials at least ten years from the date of registration. 12th company directors, supervisors, and senior management and corporate departments, subsidiaries, holding subsidiaries and companies can impose significant impact on its shares of the company's primaryShould charge must actively cooperate with the company inside information insiders registration management, promptly inform the company of inside information insiders and changes to their inside information insiders. Section 4 of the company's majority shareholder, actual control and its associated study diablo 3 power leveling, initiated significant matters involving the company, as well as other things had a significant impact on the company's sharesWhen an item is inside information insiders archives should fill in the unit. Securities companies, securities institutions, law firms, such as intermediary institutions entrusted securities services business, entrusted with the matters that have a significant impact on the company's shares, should complete this body inside information insiders archives. Purchase, major assets restructuring transactions, as well as companies and corporate unitOther initiators have a significant impact, inside information insiders archives should fill in the unit. The principal matters should be based on inside information insiders archives phased process be served on the company, but served time for a full inside information insiders archives shall not be later than the time of insider information publicly disclosed. Inside information insiders filing shall, in accordance with this system the seventhRequired to fill out. Companies should be well known inside information insiders registration link in the transfer of insider information, and all the parties involved inside information insiders archives summary. 14th of the company's majority shareholder, actual control, the purchaser, trading counterparties, securities services inside information insiders, should actively cooperate with the company's inside information knownValentine registration management, promptly inform the company has been committed or intended to be a major event inside information insiders and changes to their inside information insiders. Article 15th Administrative Department staff have access to inside information of the company shall be registered in accordance with the relevant requirements of the administration work. Company before the disclosure policy in accordance with the relevant laws and regulations requiredNeed of regular information to the relevant administrative departments presented, submitted to the Department and major changes in other cases, can be treated as the same matter of insider information, registered in the same table name of the Administrative Department, and continued to submit registration information. In addition to the above cases, the transfer of insider information when it comes to the Administrative Department, the company shall, in accordance with aWay one person files registered in the name of the administrative departments, access to inside information of the reasons and the time aware of inside information. Chapter fifth secrecy 16th of the company all the directors, supervisors and other insider information personnel in front of the insider information has not been publicly disclosed, controlled to minimize the scope of information should be informed. Article 17th insiderEarnings before interest and public disclosure in accordance with law, inside information insiders have the duty to maintain secrecy, of the relevant inside information shall not disclose, report, transmitted to the outside world, must not use the inside information on insider trading or manipulation of securities prices combined with others. Section 5 company periodic reports prior to the announcement, finance staff and informed staff not to use the company's quarterly and semi-annual,Annual report and related data disclosure and submission to the outside world, before the official announcement, may not be in the company's internal Web site, forums, bulletin boards or on other media for dissemination in any form, paste, or discussion. 19th of the company before the disclosure of insider information, major shareholder, actual control of the company shall not abuse its dominant position in the shareholders ' rights, and require the company to provide insider information。 Majority shareholder, actual control does not have reasonable grounds to require the company to provide undisclosed information, the company Board of directors should be rejected. Article 20th before public disclosure of inside information according to law, the Archives staff members shall not contain minutes of meetings, resolutions and other documents of the Conference of insider information, material borrowed or taken from the company offices. Article 21st inside information insiders should be adoptedTaking appropriate measures such as setting up passwords and frequently change passwords to ensure that insider information related to computer storage information is not access to, copying. 22nd company and people involved the discussion of actual control may have a significant impact on the price of the company's securities matters, should be controlled to minimize the scope of information and informed. If the matter has been circulating in the market and the company's securitiesWhen prices change, controlling shareholder of the company and shall promptly inform the company of actual control, so that clarification in a timely manner. Or directly reporting to the regulator. 23rd of the company to shareholders and persons other than the actual control of other personnel to provide undisclosed information for insider information, prior to providing confirming the signing confidentiality agreements or to obtain theirInformation confidentiality commitment. Sixth legal responsibility article 24th inside information insiders aware of inside information of external exposure, or insider trading using inside information or recommendations to others using inside information to trade, to result in serious influence or loss of the company, dictated by corporate boards to those responsible for criticism, warning, demotion, discharge DrContract penalties on them such as, and demands that its liability, these penalties should be a single Department or Department. China Securities Regulatory Commission, Shanghai Stock Exchange regulators of punishment does not affect the company on the sanctions. 25th special documents issued to company information disclosure obligations of sponsors, the securities service offices and their personnel, holds over 5% shares of the company's shareholders orPotential shareholders, the company's controller, if the unauthorized disclosure of company information, causing losses to the company, the company reserves the right to held accountable for their actions. 26th inside information insiders violation of relevant State laws and regulations and this system requires knowing disclosure of inside information of external, or the use of insider information diablo 3 power leveling, dissemination of false information, stock market manipulation orFraud and other activities to result in serious influence or loss of the company, the company will be based on relevant provisions punishing those responsible or asked to be liable, suspected of a crime, will be referred to the judicial authorities shall be investigated according to law. 6 article inside information insiders to violate the system of insider trading or other illegal activity by the company, the Executive or judicialPenalties, companies within 2 working days will be the situation and results of the work submitted to the Securities Commission of Jiangsu Province. Chapter seventh 28th article this regime did not completely matters concerned according to the companies Act, Securities Act, the corporate governance guidelines, the information disclosure regulations for listed companies, the shares on the Shanghai Stock Exchange listing rules and other relevant laws of the State lawRegulation and the articles of the relevant provisions. As with the national laws and regulations to be promulgated later or with the legal procedures the revised statute of the company contrary to, according to national law, regulations, and the implementation of the provisions of the articles, and revision system in a timely manner, the Board of Trustees considered by. Interpretation of article 29th of this system and modify the ownership of the company's Board. Subsection30 since the company's Board of Trustees considered the date of adoption of this accounting system with effect from the original company of the inside information insiders register abolished at the same time. Jiangsu hengtong photoelectric annex to its Board November 2011 Jiangsu hengtong photoelectric company inside information insiders file form short titles of the company: company code: InsiderInformation matters (Note 1): signature of legal representative: company stamp: Note 1: inside information matters should take the form of one matter, one in mind, that is, each reporting inside information insiders list involve only a matter of inside information, different lists of insiders involved inside information matters should be one record. Note 2: inside information insiders is the unit, it is necessary to fill in is a listed company's sharesEast, equity participation in the company, its shareholders, the actual controller, acquisition, significant asset restructuring transactions, securities companies, securities services,; is a natural person, have to fill out his unit Department, job title, belonging to this system the fifth section (a) to (vi) the natural persons and their spouses, children and parents, should also be registered identity name and number. Note 3: completing the Gets the inside storyInformation, including but not limited to, telephone, fax, a written report to the talks, e-mail, and more. Note 4: completing the inside information insiders learned content of insider information, you can add additional sheets as necessary for detailed instructions. Note 5: completing the insider information on the stage, including the deliberate planning, demonstration and consulting, contract formation, internal reporting, delivery, preparation,Resolution, and so on. Note 6: If a public company registered, fill in the listed company Registrant name; for listed companies in total, retained the summary table in Zhongyuan registrant's name. Ordinal names inside information insiders name/enterprise code/ID card numbers work positions inside information within the relationship between informed and aware of inside information it knowsScreen information stations inside information content aware of inside information on insider information on the stage of registration time subscriber, note 2, note 3, note 4, note 5 Notes 6

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