Insider Registration and Management System of Shanghai Fudan Fuhua Technology Co., Ltd.
Shanghai Fudan Fuhua Technology Co., Ltd.
Insider information insider registration and management system
(Revised in June 2026)
Chapter 1 General Provisions
Article 1 In order to strengthen the management of inside information of Shanghai Fudan Fuhua Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the confidentiality of inside information, maintain the openness, fairness and impartiality of the company's information disclosure, and protect the legitimate rights and interests of investors, in accordance with the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law of the People's Republic of China") "Securities Law"), "Measures for the Administration of Information Disclosure by Listed Companies", "Regulatory Guidelines for Listed Companies No. 5 - Registration and Management System for Insiders of Listed Companies' Insider Information" and other relevant laws, regulations, business rules and relevant provisions of the "Articles of Association" and "Company Information Disclosure Management System", combined with the actual situation of the company, this system is specially formulated.
Article 2 The company's board of directors shall timely register and submit the files of insiders in accordance with the requirements of these regulations and the relevant rules of the stock exchange, and ensure that the files of insiders of inside information are true, accurate and complete. 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 Securities Affairs Management Department is the daily work department responsible for the management, registration, disclosure and filing of the company’s inside information. 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 3 Insiders of insider information have the responsibility to keep confidentiality. They must not disclose or leak the information before the inside information is disclosed in accordance with the law. They must not use inside information to buy or sell the company's stocks and their derivatives. They must not engage in insider trading or cooperate with others to manipulate stock trading prices.
Article 4 The company’s actual controller, controlling shareholders, directors, senior managers and various departments, branches, controlling (participating) subsidiaries and their principal persons in charge shall actively cooperate with the company in the registration and filing of insiders of inside information. Without the approval of the board of directors and the consent of the board secretary, no department or individual of the company may leak, report or transmit to the outside world any content involving the company’s inside information and information disclosure. External reporting and transmission of documents, floppy (magnetic) disks, audio (video) tapes, CD-ROMs and other content involving inside information and information disclosure must be reviewed and approved by the board of directors and the secretary of the board of directors before they can be reported or transmitted to the outside world.
Chapter 2 Inside Information and Scope of Insiders of Inside Information
Article 5 Insider information referred to in this system refers to, in accordance with Article 52 of the Securities Law, undisclosed information in securities trading activities that involves the company's operations and finances or has a significant impact on the market price of the issuer's securities.
Information that has not yet been made public refers to information that the company has not yet formally disclosed in the corporate information disclosure newspapers or websites designated by the China Securities Regulatory Commission and selected by the company.
Article 6 The scope of inside 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) There are changes in the company’s directors or managers;
(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 important information that has a significant impact on the company's securities trading price as determined by the China Securities Regulatory Commission or the Shanghai Stock Exchange.
Article 7 Insiders of inside information referred to in this system refer to persons who can directly or indirectly obtain inside information before the company’s inside information is made public, including but 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) Company acquirers or major asset transaction parties and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(5) Persons who can obtain relevant inside information of the company due to their positions in the company or business dealings with the company;
(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 listed companies and their acquisitions and major asset transactions;
(9) Other insider information stipulated in laws, regulations or regulatory documents of the China Securities Regulatory Commission and Shanghai Stock Exchange.
Chapter 3 Transfer of Insider Information and Registration of Files of Insiders of Insider Information
Article 8 Before insider information is publicly disclosed in accordance with the law, the company shall fill in the files of insiders of listed companies in accordance with regulations, and promptly record the list of insiders in the stages of negotiation and planning, argumentation and consultation, contract conclusion, etc., as well as 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 9 The content of the information insider file includes, but is not limited to, the name, department, position, ID number, securities account, inside information known, the channel and method of knowing, content, etc. of the insider.
Article 10 Insiders of insider information shall fill in the insider information file from the date they learn the inside information. The secretary of the board of directors has the right to require insiders to provide or supplement other relevant information.
Article 11 When the 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 securities trading prices occur, they shall fill in the insider information files in accordance with the requirements of Article 10 of this system.
Securities companies and securities service agencies that accept entrustment to carry out relevant business and the entrusted matters have a significant impact on the company's securities trading prices must fill in the agency's insider information files.
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 securities trading price shall fill in the insider information files in accordance with the requirements of Article 10 of this system.
The above-mentioned entities shall ensure that the insider information files are true, accurate and complete, and deliver the inside information insider files to the company in stages according to the progress of the matter. 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 should be filled in in accordance with prescribed requirements and confirmed by insider information insiders.
The company shall register the insiders of the insider information transfer process that it is aware of, and compile the files of the insiders of all parties involved in the above paragraphs 1 to 3.
Article 12 If a company needs to regularly submit information to relevant administrative departments in accordance with relevant laws, regulations, and policy requirements before the disclosure of inside information, provided there are no major changes in the reporting department or content, it can treat it as the same inside information matter, register the name of the administrative department in the same form, and continue to register the time for submitting information. 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 13 The company’s directors, senior managers and heads of various departments, branches and holding subsidiaries shall actively cooperate with the company in the registration and reporting of insiders of inside information, and promptly inform the company of the situation of insiders of inside information and changes in relevant insiders of inside information.
Article 14 Shareholders, actual controllers, related persons, acquirers, transaction counterparties, securities service institutions and other insiders who hold more than 5% of the company's shares shall actively cooperate with the company in the registration and filing of insiders, and promptly inform the company of the status of insiders of major events that have occurred or are expected to occur, as well as changes in relevant insiders.
Article 15 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 of listed companies 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 on the progress of major events to sign and confirm on the memorandum on the progress of major events. 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.
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 16 Procedure for registration and filing of inside information:
(1) When inside information occurs, the insider who knows the information must inform the secretary of the company's 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 organize relevant insider information insiders to fill in the insider information insider files as soon as possible, and verify the inside information in a timely manner to ensure that the contents filled in the insider information insider registration files are true, accurate and complete;
(3) After the secretary of the board of directors has verified that the information is correct, it shall be reported to the Shanghai Stock Exchange and Shanghai Securities Regulatory Bureau in accordance with regulations.
Article 17 The company shall conduct self-examination on the trading of the company's securities by insiders in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. If an insider is found to be engaging in insider trading, leaking inside information, or recommending others to trade, the company shall verify and hold the relevant personnel accountable in accordance with its insider information registration and management system, and report the relevant situation and handling results to the Shanghai Securities Regulatory Bureau and the stock exchange within 2 working days.
Article 18 The company shall promptly supplement and improve the files of insiders of inside information and the memorandum of information on the progress of major events. Insider information insider files and major event process memorandums shall be kept for at least 10 years from the date of recording (including supplementary improvements).
Chapter 4 Confidential Management of Insider Information
Article 19 Company directors, senior managers and relevant insiders of inside information shall take necessary measures to control the number of insiders of the information to the minimum before the public disclosure of the inside information.
Article 20 Insiders of a company's insider information have an obligation to keep confidential the inside information they know. Before the inside information is disclosed in accordance with the law, they may not leak, report, or submit it to the outside world in any form without authorization, or disseminate it in any form on the company's internal website. They may not use inside information to buy or sell the company's stocks and their derivatives, or recommend others to buy or sell the company's stocks and their derivatives. They may not use inside information to benefit themselves, their relatives, or others.
Article 21 The company’s directors, senior managers, and the company’s departments, branches, holding subsidiaries, and joint-stock companies that can exert significant influence on the company should keep inside information confidential and are not allowed to leak inside information, engage in insider trading, or cooperate with others to manipulate securities trading prices.
Article 22 Before a company's 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 23 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 shareholder and actual controller should immediately inform the company's board secretary so that the company can provide timely clarification, or report directly to the Shanghai Securities Regulatory Bureau or the Shanghai Stock Exchange.
Article 24 If the company needs to provide undisclosed information to its controlling shareholders, actual controllers and other persons with knowledge of inside information, it must be filed with the secretary of the board of directors before providing it, and confirm that it has signed a confidentiality agreement with them or obtained their commitment to keep the relevant information confidential, and make relevant registrations in a timely manner.
Chapter 5 Accountability
Article 25 If an insider violates this system and leaks the inside information he knows, or uses the inside information to conduct insider trading or advises others to use the inside information to conduct transactions, causing serious impact or loss to the company, the company will, depending on the severity of the case, give the relevant responsible person criticism, warning, demerit, probation, demotion, dismissal, confiscation of illegal gains, termination of the labor contract and other sanctions, and require the responsible person to compensate the company for losses, and reserves the right to pursue his legal liability. The sanctions imposed by regulatory authorities such as the China Securities Regulatory Commission and the Shanghai Stock Exchange will not affect the company's sanctions against them.
Article 26 If shareholders who hold more than 5% of the company's shares or actual controllers of the company leak information without authorization in violation of these regulations and cause losses to the company, the company reserves the right to pursue their liability.
Article 27 Relevant personnel who prepare and issue securities issuance sponsorship letters, audit reports, asset evaluation reports, legal opinions, financial advisory reports, credit rating reports and other special documents for the company's major projects, securities service agencies and their relevant personnel, and relevant units and relevant personnel involved in the consulting, planning, demonstration and other aspects of the company's major projects, violate these regulations and leak information without authorization. The company may terminate the intermediary service contract depending on the severity of the situation and submit it to the relevant industry association or management department for processing. If losses are caused to the company, the company reserves the right to pursue their liability.
Article 28 If an insider violates relevant national laws, regulations and the provisions of this system, uses inside information to manipulate stock prices, causing heavy losses to the company, and should bear administrative or criminal liability, it will be dealt with by administrative or judicial authorities.
Article 29 The company shall promptly file the results of the handling of insider information violations with the Shanghai Securities Regulatory Bureau and the Shanghai Stock Exchange.
Chapter 6 Supplementary Provisions
Article 30 Matters not covered by this system or that are contrary to relevant laws and regulations shall be handled in accordance with relevant laws and regulations.
Article 31 This system will take effect after being reviewed and approved by the company's board of directors, and the same applies when it is revised.
Article 32 The company’s board of directors is responsible for interpreting this system.
Attached: Shanghai Fudan Fuhua Technology Co., Ltd. Insider Information File Form.
Attachment 1:
Insider Information Insider Registration Form
Securities abbreviation
Securities code
Business type
Submission date
(YYYY-M
M-DD)
First information disclosure
exposure date
(YYYY-M
M-DD)
complete transaction
Process Memorandum
natural person
know
Name / Know Know Know Know
Information location List of insiders Date of information Relatives Registration time Legal person name Position/certificate ID number Inside Inside Inside Inside Type of registered insider Person Position/Department Contact number (YYYY-MM Relationship (YYYY-MM Remarks/Government) Position type code Information Information Information Person
body door words -DD) name -DD) government department location method stage
portion
Name
Attachment 2: Memorandum on the progress of major events
Company abbreviation: Company code: Brief description of major matters involved:
Transaction stage Time and location Planning and decision-making methods Participating institutions and personnel Contents of discussions and resolutions Signature
Signature of legal representative:
Company seal: