Zhonghong Medical: Insider information registration and management system
Zhonghong Pulin Medical Products Co., Ltd.
Insider information insider registration and management system
Chapter 1 General Provisions
Article 1 In order to improve the company's inside information registration and management system, ensure the confidentiality of inside information, and safeguard the legitimate rights and interests of investors, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Administration of Information Disclosure of Listed Companies" and "Regulatory Guidelines for Listed Companies No. 5 - Listed Companies" "Insider Information Insider Registration and Management System", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and other relevant regulations as well as the company's articles of association, this system is formulated based on the actual situation of the company.
Article 2 The term “inside information” as used in this system refers to undisclosed information that involves the company’s operations and finances or has a significant impact on the company’s securities market price in accordance with the provisions of the Securities Law of the People’s Republic of China.
Chapter 2 Inside Information and Scope of Insiders of Inside Information
Article 3 The scope of inside information includes but is not limited to:
(1) Major changes in the company’s business policy and business scope;
(2) The company's major investment behavior, the company's purchase or sale of major assets exceeds 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 operations exceeds 30% of the assets at one time;
(3) The company enters into important contracts, provides major guarantees or engages in related transactions, which may have a significant impact on the company's assets, liabilities, equity and operating results;
(4) The company incurs major debts and fails to pay off major debts that are due;
(5) The company suffers significant losses or losses;
(6) Major changes in the external conditions of the company’s production and operation;
(7) The company’s directors or managers change and the chairman or manager is unable to perform their duties;
(8) Shareholders or actual controllers who hold more than 5% of the company's shares have major changes in their shareholding or control of the company, and there are major changes in the company's actual controllers and other companies they control that engage in the same or similar business as the company;
(9) The company’s decision to reduce capital, merge, split, dissolve or apply for bankruptcy, or enter bankruptcy proceedings in accordance with the law or be ordered to close down;
(10) Major lawsuits and arbitrations involving the company, resolutions of the shareholders’ meeting and the board of directors are revoked or declared invalid in accordance with the law;
(11) The company is investigated by judicial authorities for suspected crimes, and the company’s controlling shareholders, actual controllers, directors, and senior managers are suspected of crimes and compulsory measures are taken by judicial authorities;
(12) The company’s plan to distribute dividends or increase capital;
(13) Major changes in the company’s equity structure;
(14) Other important information that has a significant impact on securities trading prices as determined by the China Securities Regulatory Commission.
Article 4 Insiders of inside information include:
(1) The company and its directors and senior managers;
(2) Shareholders holding more than 5% of the company’s shares and their directors, supervisors (if any) and senior managers, the company’s actual controller and its directors, supervisors (if any) and senior managers;
(3) Companies controlled or actually controlled by the company and their directors, supervisors (if any), and senior managers;
(4) Persons who can obtain relevant inside information of the company due to their positions in the company or business dealings with the company;
(5) The company’s acquirer or major asset transaction party and its controlling shareholders, actual controllers, directors, supervisors (if any) and senior managers;
(6) Staff members of securities regulatory agencies who have access to inside information due to their duties and work;
(7) Relevant personnel of securities trading venues, securities companies, securities registration and clearing institutions, and securities service institutions who have access to inside information due to their positions and work;
(8) Staff members of relevant competent departments and regulatory agencies who are able to obtain inside information due to their legal responsibilities to manage the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions;
(9) Other persons specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Chapter 3 Registration and filing of inside information
Article 5 The company's board of directors shall ensure that the insider information files are true, accurate and complete, and the chairman of the board shall be the main responsible person. The secretary of the board of directors is responsible for the registration and submission of insider information of the company. The chairman of the board of directors and the secretary of the board of directors shall sign a written confirmation of the authenticity, accuracy and completeness of the insider information file.
Article 6 Before a company publicly discloses insider information in accordance with the law, it shall fill in the company's insider information file. The insider information file shall include: name, nationality, certificate type, certificate number, shareholder code, contact phone number, mailing address, affiliation, relationship with the company, position, related person, type of relationship, date of knowledge, place of knowledge, method of knowledge, stage of knowledge, content of knowledge, registrant information, registration time and other information. The time of knowledge refers to the first time when the insider knows or should know the inside information. Methods of obtaining information include but are not limited to interviews, phone calls, faxes, written reports, emails, etc. The informed stage includes discussion and planning, argumentation and consultation, contract conclusion, internal company reports, transmission, preparation, and resolution, etc.
Article 7 When a company's shareholders, actual controllers and their related parties study and initiate major matters involving the company, or when other matters that have a significant impact on the company's stock price occur, they shall fill in the files of insiders of the unit's inside information.
If a securities company or securities service institution accepts an entrustment 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 the institution's insiders.
The acquirer, the counterparty to a major asset reorganization transaction, and other initiators of matters involving the company and having a significant impact on the company's stock price should fill in the files of insiders of the unit's inside information.
The above-mentioned entities shall deliver the inside information insider files to the company in stages according to the progress of the matter, and the complete inside information insider files shall be delivered no later than the time when the inside information is publicly disclosed. Insider information insider files shall be filled in in accordance with the requirements of Article 6 of this system.
Article 8 If a member of the administrative department comes into contact with the company's inside information, the company shall register the name of the administrative department, the reason for the contact with the inside information, and the time when the inside information was known in the insider file on a one-by-one basis.
Article 9 When a company discloses the following major matters, it shall file relevant insider information files with the Shenzhen Stock Exchange:
(1) The company is acquired;
(2) Major asset restructuring matters;
(3) Securities issuance;
(4) Merger and division;
(5) Share repurchase;
(6) Annual report and semi-annual report;
(7) A high proportion of shares transferred;
(8) Equity incentive plans and employee stock ownership plans;
(9) Major investments, major foreign cooperation, or the signing of major contracts for daily operations and other matters that may have a significant impact on the trading prices or investment decisions of the company's stocks and their derivatives;
(10) Other circumstances determined by the China Securities Regulatory Commission or the Shenzhen Stock Exchange.
Before the company discloses major events, if the company's stock and its derivatives transactions have experienced abnormal fluctuations, it must file relevant insider information files with the Shenzhen Stock Exchange.
After the company discloses major matters, if relevant matters change significantly, it shall promptly submit a supplementary insider information file to the Shenzhen Stock Exchange.
If the company has major matters in planning or progress, it shall do a good job in the management of inside information and disclose indicative announcements in stages as appropriate.
When a company carries out major events such as acquisitions, major asset reorganizations, issuance of securities, mergers, divisions, spin-offs and listings, repurchases of shares, or other matters that may have a significant impact on the company's securities trading prices, in addition to filling in the insider files in accordance with regulations, it must also prepare a memorandum on the progress of major events, including but not limited to the time of each key point in the planning and decision-making process, the list of people participating in the planning and decision-making, the planning and decision-making methods, etc. The company should urge the relevant personnel involved in the memorandum to sign and confirm the memorandum. Relevant entities such as the company's shareholders, actual controllers and their related parties should cooperate in preparing a process memorandum of major events.
Article 10 Procedures for registration and filing of insiders of inside information:
(1) When inside information occurs, the insiders who know the information (mainly the heads of departments and agencies) should inform the secretary of the board of directors as soon as possible. The secretary of the board of directors should promptly inform relevant insiders of various confidential matters and responsibilities, and control the transmission of inside information and the scope of knowledge in accordance with various laws and regulations;
(2) The secretary of the board of directors should immediately organize relevant insider information insiders to fill in the "Insider Information Insider File of Listed Companies" and verify the inside information in a timely manner to ensure the authenticity, accuracy, completeness and timely submission of the contents filled in the "Insider Information Insider File of Listed Companies";
(3) After the secretary of the board of directors has verified that the information is correct, it will be reported to the Shenzhen Stock Exchange and the Hebei Securities Regulatory Bureau in accordance with regulations.
When submitting the files of insiders, the company shall issue a written commitment to ensure that the information on insiders and the memorandum on the progress of major events are true, accurate and complete, and notify all insiders of the relevant laws and regulations regarding insiders. The chairman of the board and the secretary of the board of directors should sign and confirm the written commitment.
Article 11 Insider information files and major event process memorandums shall be kept for 10 years from the date of recording (including supplements and improvements).
Article 12 If a company encounters any of the following circumstances, it shall, while submitting relevant announcement documents to the Shenzhen Stock Exchange, file relevant insider information files, including but not limited to:
(1) The company plans to disclose annual reports and semi-annual reports;
(2) The board of directors considers and approves the profit distribution or capitalization plan or plan of reserve fund;
(3) The company learns that the controlling shareholder or actual controller is planning to change;
(4) The company’s board of directors considers and approves the equity incentive draft;
(5) The company has major investments, major external cooperation and other matters that may have a significant impact on the trading prices of the company's stocks and their derivatives;
(7) Before the company discloses major events, the company’s stock trading has experienced abnormal fluctuations;
(8) The company discloses announcements involving major matters such as acquisitions, major asset reorganizations, securities issuances, mergers, divisions, share repurchases, etc.;
(9) Other circumstances determined by the China Securities Regulatory Commission or the Shenzhen Stock Exchange.
Chapter 4 Confidentiality and Accountability
Article 13 The insiders of the company's inside information have the obligation to keep the inside information they know confidential. Before insider information is disclosed in accordance with the law, it shall not be leaked to the outside world in any form without authorization, and inside information shall not be used to buy or sell the company's stocks and its derivatives, or recommend others to buy or sell the company's stocks and its derivatives. The company should inform the relevant personnel involved of the relevant contents of this system through necessary means such as signing a confidentiality agreement with insiders of inside information and a notice of prohibition of internal transactions.
Article 14 The company, its directors, senior managers and relevant insiders of inside information should limit the number of insiders to the minimum range before the public disclosure of inside information, and designated persons should be assigned to submit and keep important information documents.
Article 15 Before inside information is publicly disclosed in accordance with the law, the company's controlling shareholders and actual controllers shall not abuse their shareholder rights or dominant position by requiring the company, its directors, and senior managers to provide them with inside information.
Article 16 If an insider leaks the insider information to the outside world, or uses the inside information to conduct insider trading and other activities that cause serious impact or loss to the company, the company shall verify and hold the relevant personnel accountable in accordance with laws and regulations, and report the relevant situation and processing results to the Shenzhen Stock Exchange and the Hebei Securities Regulatory Bureau within 2 working days.
Article 17 If sponsors, securities service agencies and their personnel who issue special documents to fulfill the company's information disclosure obligations, shareholders or potential shareholders holding more than 5% of the company's shares, the company's controlling shareholders and actual controllers disclose company information without authorization and cause losses to the company, the company reserves the right to hold them accountable.
Article 18 A company shall, in accordance with the regulations and requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, conduct a self-examination on the trading of company stocks and derivatives by insiders within five trading days after the annual report, semi-annual report and the announcement of relevant major events. For those who violate this system and find insiders engaging in insider trading, leaking inside information, or recommending others to use inside information for trading, the company's board of directors will, depending on the severity of the case and the losses and impact caused to the company, criticize, warn, record demerits, retain for probation, demote, remove from office, confiscate illegal gains, terminate labor contracts and other sanctions, and report the relevant situation and results to the Hebei Securities Regulatory Bureau and the Shenzhen Stock Exchange within two working days and disclose them. The penalties imposed by regulatory authorities such as the China Securities Regulatory Commission and Shenzhen Stock Exchange will not affect the company's penalties against them.
Chapter 5 Supplementary Provisions
Article 19 If the provisions of this system are inconsistent with national laws and regulations, the relevant provisions of the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange and the company's articles of association, the national laws and regulations, the relevant provisions of the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange and the company's articles of association shall prevail. Matters not covered in these rules shall be governed by national laws and regulations, relevant provisions of the China Securities Regulatory Commission, relevant provisions of the Shenzhen Stock Exchange and the provisions of the company's articles of association.
Article 20 This system will come into effect after being reviewed and approved by the board of directors, and the same applies to modifications.
Article 21 The board of directors is responsible for interpreting this system.
Board of Directors of Zhonghong Pulin Medical Products Co., Ltd.
October 2025
Attachment: Listed company insider information files
Attachment: Listed company insider information file format (Note 1):
Inside information matters (Note 2):
Know the inside information ID number Know the inside information Know the inside information Know the inside information Inside information Inside information serial number Registration time Registered person’s name code Information time Information location Information method Content Stage Note 3 Note 4 Note 5 Note 6
Company abbreviation: Company code:
Signature of legal representative: Company seal: Note:
The items listed in this table are only necessary items. Listed companies can add content according to their own inside information management needs; if administrative departments are involved, they should be registered in accordance with the requirements of Article 9. The specific file format will be determined by the listed company based on its needs, and attention will be paid to maintaining stability.
Inside information matters should be recorded one by one, that is, each insider file only involves one inside information matter, and insider files involving different inside information matters should be recorded separately.
Fill in the methods for obtaining inside information, including but not limited to meetings, phone calls, faxes, written reports, emails, etc. 4. Fill in the contents of the inside information learned by each insider, and add attachments for detailed explanation as needed. 5. Fill in the stage of inside information, including discussion and planning, argumentation and consultation, contract conclusion, internal company reporting, transmission, preparation, resolution, etc.
If registering for a listed company, fill in the name of the registrant of the listed company; if summarizing for a listed company, retain the name of the original registrant in the summary form.