Kangmei Pharmaceutical Co., Ltd. Insider Registration and Management System for Insider Information (December 2025)
Kangmei Pharmaceutical Co., Ltd.
Insider information insider registration and management system
Chapter 1 General Provisions
Article 1 In order to regulate the inside information management behavior of Kangmei Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), keep the company's inside information confidential, and maintain the principle of fairness in information disclosure, 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", "Stock Listing Rules of the Shanghai Stock Exchange" and "Supervisory Guidelines for Listed Companies" No. 5 No. - Registration and Management System for Insiders of Listed Company Information and other relevant provisions of laws, regulations and normative documents, and in combination with the Articles of Association and the actual situation of the company, this system is formulated.
Article 2 The company’s board of directors is the management body for inside information, with the chairman of the board as the main person in charge.
Article 3 The secretary of the board of directors is responsible for the supervision, management, registration, disclosure and filing of the company’s inside information, and handles the registration and filing of insiders of the company’s inside information.
Article 4 When the secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform relevant duties on his behalf. The Company’s Securities Affairs Department is the daily work department for inside information management.
Chapter 2 Scope of Insider Information
Article 5 The term “insider information insiders” as used in this system refers to units and individuals who can directly or indirectly obtain inside information before the company’s inside information is disclosed in accordance with Article 51 of the Securities Law.
Article 6 Insiders of inside information referred to in this system include but are not limited to:
(1) The company and its directors and senior managers;
(2) Shareholders holding more than 5% of the company’s shares and their directors, supervisors, and senior managers, the company’s actual controllers and their directors, supervisors, and senior managers;
(3) Companies controlled or actually controlled by the company and their directors, supervisors 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 counterparty to a major asset reorganization transaction and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(6) Relevant personnel of securities trading venues, securities companies, securities registration and clearing institutions, and securities service institutions who can obtain inside information due to their positions and work;
(7) Staff members of securities regulatory agencies who have access to inside information due to their duties 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 companies and their acquisitions and major asset transactions;
(9) Other persons who may obtain inside information as specified by the securities regulatory authority of the State Council.
Chapter 3 Scope of Inside Information
Article 7 "Inside information" as mentioned in this system refers to information that has not yet been made public, according to Article 52 of the Securities Law, involving the company's operations and finance or having a significant impact on the trading prices of the company's securities and their derivatives.
Article 8 Insider information referred to in this system 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 director or general manager of the company changes and the chairman or general manager is unable to perform his duties;
(8) There are major changes in the situation in which shareholders or actual controllers holding more than 5% of the company's shares hold shares or control the company, and there are major changes in the situation in which the company's actual controllers and other enterprises they control engage in the same or similar business as the company;
(9) The company's plans for dividend distribution and capital increase, important changes in the company's equity structure, the company's decisions on capital reduction, merger, division, dissolution and filing for bankruptcy, or entering bankruptcy proceedings in accordance with the law or being 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 for suspected crimes in accordance with the law, and the company's controlling shareholders, actual controllers, directors, and senior managers are suspected of committing crimes and compulsory measures are taken according to law;
(12) Major changes occur in the company’s equity structure or production and operation conditions;
(13) Changes in corporate bond credit ratings;
(14) Mortgage, pledge, sale, transfer and scrapping of the company’s major assets;
(15) The company fails to pay off its due debts;
(16) The company’s new borrowings or external guarantees exceed 20% of its net assets at the end of the previous year;
(17) The company gives up its creditor's rights or its property exceeds 10% of its net assets at the end of the previous year;
(18) The company suffers a major loss exceeding 10% of its net assets at the end of the previous year;
(19) Other matters specified by the securities regulatory authority of the State Council.
Chapter 4 Registration and Management of Insiders of Insider Information
Article 9 Before insider information is publicly disclosed in accordance with the law, the company shall fill in the files of insiders in accordance with this system, and promptly record the list of insiders in the stages of negotiation and planning, argumentation and consultation, contract conclusion, and reporting, transmission, preparation, resolution, disclosure, etc., as well as the time, location, basis, method, content and other information of knowing the inside information. Insiders of inside information should confirm it.
Article 10 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 unit's insider information files.
Securities companies, securities service agencies and other intermediaries that accept entrustment to engage in securities service business and the entrusted matter has a significant impact on the company's stock price must fill in the agency's insider information file.
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 their own insider information files.
The above-mentioned entities shall ensure the authenticity, accuracy and completeness of the insider information files, and deliver the insider information files to the company in stages according to the progress of the matter, but the delivery time of the complete insider information files shall not be later than the time when the inside information is publicly disclosed. Insider information files should be filled in in accordance with the requirements of the Shanghai Stock Exchange and confirmed by insiders.
The company shall register the insiders of the inside information circulation that it is aware of, and make a summary of the insiders of all parties involved in paragraphs 1 to 3.
Article 11 If a company needs to regularly submit information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before disclosure, if there are no major changes in the reporting department, content, etc., it can be regarded as the same inside information matter, and the name of the administrative department shall be registered in the same form, and the time for submitting information shall continue to be registered. Except for the above circumstances, when the transfer of inside information involves the administrative department, the company shall register the name of the administrative department, the reason for contact with the inside information and the time when it became aware of the inside information in the insider file on a one-by-one basis.
Article 12 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 discloses other matters that may have a significant impact on the trading price of securities of listed companies, in addition to filling in the company's insider files in accordance with the requirements of the Shanghai Stock Exchange, it must also prepare a memorandum on the progress of major events, including but not limited to the time at 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.
The company shall submit the files of insiders of the inside information and the memorandum on the progress of major events to the Shanghai Stock Exchange within five trading days after the inside information is publicly disclosed in accordance with the law. The Shanghai Stock Exchange may, depending on the circumstances, require listed companies to disclose the relevant content in the memorandum on the progress of major events.
After the company discloses major matters, if relevant matters change significantly, the company shall promptly submit additional insider information files and major event progress memorandums.
Article 13 The company's subordinate departments, branches, holding subsidiaries and joint-stock companies on which the company can exert significant influence must designate dedicated personnel to be responsible for the registration and management of insiders in accordance with the provisions of this system, and promptly report the registration status of insiders to the secretary of the board of directors.
Article 14 The company shall, in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, conduct self-examination on the trading of the company’s stocks and their derivatives by insiders. If it is discovered that an insider of insider information engages in insider trading, leaks inside information, or advises others to use insider information to trade, the company shall verify and hold the relevant personnel accountable in accordance with this system, and report the relevant situation and processing results to the Guangdong Securities Regulatory Bureau and the Shanghai Stock Exchange within 2 working days.
Article 15 The company shall timely supplement and improve the files of insiders of inside information and the memorandum of information on the progress of major events. Insider information files and major event process memorandums shall be kept for at least 10 years from the date of recording (including supplements and improvements). The China Securities Regulatory Commission, its local offices, and stock exchanges can access and review insider files and process memoranda of major events.
Chapter 5 Confidential Management of Insider Information and Accountability
Article 16 If a company provides undisclosed information to controlling shareholders, actual controllers and other insiders of inside information, it should confirm that it has signed a confidentiality agreement with them before providing it, send a notice prohibiting insider trading, etc. to clarify the confidentiality obligations of insiders, as well as the accountability of those who violate the regulations. If the controlling shareholder or actual controller requires the company to provide undisclosed information without reasonable grounds, the company's board of directors shall refuse.
Article 17 The company's directors, senior managers and relevant insiders of inside information shall take necessary measures to control the insiders of the information to the minimum scope before the public disclosure of the inside information, and shall not disseminate the information in any form among non-business-related departments or individuals within the company.
Article 18 When a company's controlling shareholders and actual controllers discuss matters that may have a significant impact on the company's stock price, they should control the scope of information to a minimum. If the matter has been circulated in the market and caused changes in the company's stock price, the company's controlling shareholders and actual controllers should immediately inform the company so that the company can provide timely clarification or report directly to the regulatory authorities.
Article 19 Before the inside information is released, the insiders of the inside information are responsible for keeping the inside information they know confidential, and may not leak, report, or transfer the inside information to the outside world in any form without authorization, may not engage in insider trading or cooperate with others to manipulate securities trading prices, and may not use the inside information to benefit themselves, their relatives, or others.
Article 20 Due to work reasons, departments or relevant personnel who often engage in insider information should have independent office space and special office equipment on the premise that it is conducive to the confidentiality of inside information and the convenience of work.
Article 21 Insiders of inside information should take corresponding measures such as setting up passwords and changing passwords frequently to ensure that the relevant inside information stored on the computer is not accessed or copied.
Article 22 Before the release of inside information, confidential and archival staff shall not lend out documents, floppy (magnetic) disks, CDs, audio (video) tapes, meeting minutes, meeting resolutions and other documents and materials containing inside information.
Article 23 Those who are not insiders of inside information should consciously refrain from inquiring about inside information. Non-insider information insiders become insider information upon becoming aware of the inside information and are subject to this system.
Article 24 If an insider violates this system by leaking inside information without authorization, or due to dereliction of duty, resulting in violation of regulations and causing serious impact or losses to the company, the company will, depending on the severity of the case, impose sanctions such as criticism, warning, demerit, demotion and salary reduction, retention on probation, termination of labor contract, etc., as well as appropriate compensation requirements. The above sanctions can be imposed individually or concurrently. If the China Securities Regulatory Commission, stock exchanges and other regulatory authorities have other penalties, they can be combined with the penalties.
Article 25 If an insider violates the provisions of this system, causing serious consequences in society, causing heavy losses to the company, and constituting a crime, he or she will be transferred to judicial authorities for investigation of criminal liability in accordance with the law.
Article 26 Sponsors, securities service agencies and their personnel who issue special documents for the company to fulfill its information disclosure obligations, relevant units and personnel involved in the consulting, planning, demonstration and other aspects of the company's major projects, shareholders or potential shareholders holding more than 5% of the company's shares, the company's actual controllers, controlled subsidiaries and their directors, supervisors and senior managers, if they disclose company information without authorization and cause losses to the company, the company reserves the right to pursue their responsibilities.
Chapter 6 Supplementary Provisions
Article 27 Matters not covered by this system shall be implemented in accordance with the relevant national laws, regulations, normative documents and the Articles of Association.
Article 28 This system applies to the company, its subordinate departments, subsidiaries, branches and joint-stock companies over which the company can exert significant influence.
Article 29 Matters not covered by this system, or that conflict with relevant laws and regulations, shall be implemented in accordance with relevant national laws, regulations, normative documents, the Articles of Association and other relevant provisions.
Article 30 This system shall take effect from the date of review and approval by the company's board of directors, and the same shall apply when it is revised.