Zhejiang Chengyi Pharmaceutical Co., Ltd. Insider Registration and Management System for Insider Information (Revised in August 2025)
Zhejiang Chengyi Pharmaceutical Co., Ltd.
Insider information insider registration and management system
Chapter 1 General Provisions
Article 1 In order to further standardize the insider information management behavior of Zhejiang Chengyi Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), strengthen the confidentiality of the company's inside information, improve the legal and self-discipline awareness of the company's shareholders, directors, senior managers and other insiders of inside information, eliminate insider trading, stock price manipulation and other illegal activities, and maintain the principles of "openness, fairness and impartiality" in the securities market, This system is formulated in accordance with relevant laws and regulations such as the Company Law, the Securities Law, the Measures for the Administration of Information Disclosure of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange, the Supervision Guidelines for Listed Companies No. 5 - Insider Registration and Management System for Listed Companies, and the Articles of Association of Zhejiang Chengyi Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The company's board of directors is the company's internal information management agency and shall ensure that the files of insiders of inside information are true, accurate and complete, with the chairman of the board as the main responsible person. The secretary of the board of directors is responsible for the registration and filing of insiders of the company’s inside information, and the office of the company’s board of directors is specifically responsible for the daily management of the registration 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 The Company’s Audit Committee shall supervise the implementation of the registration and management system for insiders of inside information.
Article 4 The company’s directors, senior managers, and the company’s departments, branches, subsidiaries, joint-stock companies and their responsible persons, shareholders holding more than 5% of the company’s shares, actual controllers, related parties, acquirers, counterparties to major asset restructuring transactions, securities companies, accounting firms, law firms and other intermediaries should cooperate in the registration and reporting of insiders of insider information, and are not allowed to engage in insider trading or cooperate with others to manipulate securities transaction prices.
Article 5 Companies, controlling shareholders and actual controllers should pay attention to the management of insiders of inside information, strengthen the education and management of their respective directors, senior managers and their relatives, and prevent insider trading.
Article 6 This system applies to all departments, branches, holding subsidiaries of the company and joint-stock companies on which the company can exert significant influence.
Chapter 2 Inside Information and Its Scope
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Article 7 Insider information referred to in this system refers to undisclosed information that is known to insiders and involves the company's operations and finance or has a significant impact on the market price of the company's securities.
Information that has not yet been made public refers to information that the company has not officially disclosed on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) and media that meets the conditions stipulated by the China Securities Regulatory Commission in accordance with Article 52 of the Securities Law.
Article 8 The scope of inside information referred to in this system includes but is not limited to:
(1) Major events that may have a greater impact on the company’s stock trading price, including:
Major changes in the company’s business policy and business scope;
The company's major investment behavior: the company's purchase and sale of major assets within one year exceeds 30% of the company's total assets, or the mortgage, pledge, sale or scrapping of the company's main assets for business operations exceeds 30% of the assets at one time;
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;
The company incurs major debts and fails to pay off major debts that are due;
The company suffers significant losses or losses;
Major changes in the external conditions of the company’s production and operation;
The company’s directors and managers change, and the chairman or manager is unable to perform their duties;
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 companies they control engage in the same or similar business as the company;
The company’s plan to distribute dividends and increase capital, important changes in the company’s equity structure, the company’s decision to reduce capital, merge, split, disband and apply for bankruptcy, or enter bankruptcy proceedings in accordance with the law or be ordered to close down;
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;
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;
The company is liable for large amounts of compensation;
The company accrues large asset impairment provisions;
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The company’s shareholders’ equity is negative;
The company's main debtor becomes insolvent or enters bankruptcy proceedings, and the company fails to withdraw sufficient bad debt provisions for the corresponding claims;
Newly announced laws, administrative regulations, rules, and industry policies may have a significant impact on the company;
The company carries out equity incentives, share repurchases, major asset restructuring, asset spin-offs or listings;
The court ruled that the controlling shareholder is prohibited from transferring the shares he holds; more than 5% of the company's shares held by any shareholder are pledged, frozen, judicially auctioned, placed in custody, established as a trust, or have voting rights restricted in accordance with the law, or there is a risk of forced transfer;
The main assets are sealed, detained or frozen; the main bank account is frozen;
The listed company’s operating results are expected to suffer losses or undergo significant changes;
Main or all business has come to a standstill;
Obtaining additional income that has a significant impact on current profits and losses may have a significant impact on the company's assets, liabilities, equity or operating results;
Appoint or dismiss the accounting firm that audits the company;
Major independent changes in accounting policies and accounting estimates;
Because the information previously disclosed contains errors, is not disclosed in accordance with regulations, or is falsely recorded, it is ordered to make corrections by relevant authorities or made corrections as decided by the board of directors;
The company or its controlling shareholders, actual controllers, directors, and senior managers are subject to criminal penalties, are investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, or are subject to administrative penalties by the China Securities Regulatory Commission, or are subject to major administrative penalties by other competent authorities;
The company’s controlling shareholders, actual controllers, directors, and senior managers are suspected of serious violations of disciplines and laws or job crimes and are detained by the disciplinary inspection and supervision agencies, which affects their performance of duties;
Except for the chairman or manager, other directors and senior managers of the company are unable to perform their duties normally for more than three months due to physical, work arrangements or other reasons, or are subject to compulsory measures by the competent authorities for suspected violations of laws and regulations, which affect their performance of duties;
Other important information that has a significant impact on securities trading prices as stipulated or determined by the China Securities Regulatory Commission.
(2) Major events that may have a greater impact on the trading price of listed corporate bonds, including
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Includes:
There are major changes in the company’s equity structure or production and operation conditions;
Changes in corporate bond credit ratings;
Mortgage, pledge, sale, transfer and scrapping of the company’s major assets;
The company fails to pay off its due debts;
The company’s new borrowings or external guarantees exceed 20% of its net assets at the end of the previous year;
The company gives up its creditor's rights or its assets exceed 10% of its net assets at the end of the previous year;
The company suffers a major loss exceeding 10% of its net assets at the end of the previous year;
The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution, and application for bankruptcy, or enters bankruptcy proceedings in accordance with the law and is ordered to close down;
Major litigation and arbitration involving the company;
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;
Other matters prescribed by the China Securities Regulatory Commission.
Chapter 3 Insiders of Insider Information and Their Scope
Article 9 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.
Article 10 The scope of insiders of inside information referred to in this system includes but is 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) Company acquirers or major asset transaction parties and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(6) Securities trading venues, securities companies, and securities companies that can obtain inside information due to their positions and work
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Relevant personnel of registration and clearing institutions and securities service institutions;
(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 persons who may obtain inside information as specified by the securities regulatory authority of the State Council.
Chapter 4 Registration and Filing Management of Insiders of Insider Information
Article 11 The company implements registration and filing management of insiders of inside information, and adopts a one-by-one approach to inside information matters, that is, each list of insiders only involves one inside information matter, and the files of insiders involved in different inside information matters are recorded separately.
Article 12 Before insider information is publicly disclosed in accordance with the law, the company shall fill in the insider information file 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.
Insider information files should include:
(1) Name, ID number or unified social credit code;
(2) Unit, department, position or position (if any), and relationship with the company;
(3) Time and method of learning inside information;
(4) The content and stage of inside information;
(5) Registration time, registrant and other information.
The time of knowing the inside information as stipulated in the preceding paragraph refers to the first time when the insider of the inside information knows or should know the inside information.
The methods for obtaining inside information specified in the preceding paragraph include but are not limited to interviews, phone calls, faxes, written reports, emails, etc. The stage of inside information includes negotiation and planning, argumentation and consultation, contract conclusion, internal company reporting, transmission, preparation, and resolution, etc.
Article 13 The company shall register all the insiders involved in the transfer of inside information and compile the files of the following insiders of all parties involved.
(1) When the company’s shareholders, actual controllers and their related parties study and initiate major matters involving the company, and other matters that have a significant impact on the company’s securities trading prices, they should fill in the unit’s
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Insider Files.
(2) Securities companies, accounting firms, law firms and other intermediaries that accept entrustment to carry out relevant business and the entrusted matter has a significant impact on the company's securities trading price should fill in the agency's insider information file.
(3) The acquirer, the counterparty to a major asset reorganization transaction, and other initiators of matters involving the company that have a significant impact on the company's securities trading price should complete the unit's insider information files. 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.
Article 14 If personnel of the administrative department come into contact with the company’s inside information, they shall complete the registration work in accordance with the requirements of the relevant administrative department. If a company's inside information needs to be regularly reported to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before disclosure, provided 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 must be registered in the same form, and the time for submitting the 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 the inside information was known in the insider information file on a one-by-one basis.
Article 15 If the following matters occur to the company, the company shall submit the insider file information to the Stock Exchange in accordance with relevant regulations:
(1) Major asset reorganization;
(2) A high proportion of shares transferred;
(3) Changes in equity that result in changes in the actual controller or the largest shareholder;
(4) Tender offer;
(5) Issuance of securities;
(6) Merger and division;
(7) Repurchase shares;
(8) Other matters required by the China Securities Regulatory Commission and the company's stock exchange that may have a significant impact on the market price of the company's securities.
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Article 16 A company shall, in accordance with the scope of insider information stipulated in the Securities Law and based on the actual diffusion of inside information, fill in the insider information file truly, accurately and completely and submit it to the Shanghai Stock Exchange. If the company occurs the matters listed in items (1) to (7) of Article 15, the insiders of the reported inside information should at least include the following people:
(1) The company and its directors and senior managers;
(2) The company’s controlling shareholder, largest shareholder, actual controller, and its directors, supervisors, and senior managers;
(3) The company’s acquirer or major asset transaction party and its controlling shareholders, actual controllers, directors, supervisors and senior managers (if any);
(4) Proposed shareholders of relevant matters and their directors, supervisors and senior managers;
(5) Relevant professional institutions and their legal representatives and managers (if any) that provide services for this matter and participate in the consultation, formulation, demonstration and other aspects of this plan;
(6) The administrative departments and their handling personnel that have received the information submitted by the company;
(7) Spouses, children and parents of the natural persons mentioned in items (1) to (6) above;
(8) Other persons who know the inside information directly or indirectly, as well as their spouses, children and parents.
Article 17 The company carries out major matters such as acquisitions, major asset reorganization, issuance of securities, mergers, divisions, spin-offs and listings, repurchases of shares, etc. Or when disclosing other matters that may have a significant impact on the company's securities trading prices, in addition to filling in the insider information file in accordance with Article 12 of this system, a major event process memorandum should also be prepared. The major event process memorandum should record each specific link and progress of the major matter, including the time, place, participating institutions and personnel of program demonstration, contact and negotiation, formation of relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures, 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, within 5 trading days after the first public disclosure of the inside information in accordance with the law, submit the insider information files and major event progress memorandum through the "Company Business Management System" of the Shanghai Stock Exchange. After the initial filing, if the scope of insiders of inside information changes, the listed company shall make additional filings in a timely manner.
Article 18 When a company plans a major asset reorganization (including issuing shares to purchase assets), it shall
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When disclosing restructuring matters, an insider file shall be submitted to the Stock Exchange. The first disclosure of reorganization matters refers to the earliest time of first disclosure of planning for reorganization, disclosure of reorganization plan, or disclosure of reorganization report.
If the company makes major adjustments to the reorganization plan or terminates the reorganization between the first disclosure of the reorganization matter and the disclosure of the reorganization report, or if the company first discloses the reorganization matter without disclosing the main financial indicators, estimated values, proposed prices and other important elements of the subject assets, it shall supplementally submit an insider file when disclosing major changes in the reorganization plan or disclosing important elements.
Article 19 All departments, branches, holding subsidiaries and joint-stock companies over which the company has significant influence must comply with the requirements of this system. The persons in charge of the above-mentioned departments, branches and subsidiaries are the main responsible persons. When inside information stipulated in this system occurs or is about to occur, they should promptly report the insider information to the secretary of the company's board of directors. The information shall not be leaked to the outside world before major matters have been publicly disclosed.
Article 20 The office of the company’s board of directors shall register and file the insider information at the same time as the relevant personnel become aware of it, and promptly supplement and complete the file information of the insiders of the inside information. Insider information files and major matter process memos shall be kept for at least 10 years from the date of recording. The China Securities Regulatory Commission, its local offices, and stock exchanges can access and review insider files and process memoranda of major events.
Article 21 Registration Process for Insiders of Company Insider Information
(1) When inside information occurs, insiders (mainly the heads of departments and agencies) who know the information must inform the company's board secretary as soon as possible. The secretary of the board of directors should promptly inform relevant insiders of various confidentiality matters and responsibilities by sending a notice prohibiting insider information trading, 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 insiders to fill in the insider files and verify the inside information in a timely manner to ensure the authenticity, accuracy and completeness of the contents filled in the insider files. The secretary of the board of directors has the right to require insiders to provide or supplement other relevant information.
(3) After verification by the Secretary of the Board of Directors, the Office of the Board of Directors is responsible for summarizing the files of insiders and maintaining the files. According to the relevant requirements of the regulatory authorities, if it is necessary to file with the Shanghai Stock Exchange, it should be reported in a timely manner and in accordance with the regulations.
Article 22 A company’s insiders 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 about to occur.
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and changes in relevant insider information.
Chapter 5 Trading Restrictions on Insiders
Article 23 The company prohibits insiders of securities trading insider information and their related parties, as well as people who illegally obtain inside information, from using inside information to engage in securities trading activities.
Article 24 Insiders who have access to the company's undisclosed financial information are not allowed to buy or sell the company's stocks within 30 days before the announcement of the company's regular reports (if the announcement date is postponed due to special reasons, from 30 days before the original announcement date to the final announcement date), or within 10 days before the announcement of the company's performance forecast or performance bulletin.
Article 25 Insiders who may be aware of major non-public matters of the company are not allowed to buy or sell the company's stocks from the date when major events that may have a significant impact on the trading price of the company's stocks occur or during the decision-making process to 2 trading days after disclosure in accordance with the law. If the company's stock trading occurs with abnormal changes identified by the China Securities Regulatory Commission or the Shanghai Stock Exchange, and an inside information event occurs in the company during this period, the company will monitor the trading conditions of the stock accounts of relevant insiders and their immediate family members during the period of abnormal changes in the company's stock, and report the monitoring situation to the Zhejiang Supervision Bureau of the China Securities Regulatory Commission.
Article 26 Insiders of insider information should consult the secretary of the board of directors before buying or selling the company's stocks and derivatives. The secretary of the board of directors should check the progress of the company's information disclosure and major events. If there may be inappropriate circumstances in the transaction, the secretary of the board of directors should promptly notify the insider of the proposed transaction and remind the relevant risks.
Article 27 If the relevant personnel, while serving as insiders of inside information, buy or sell the company's shares and their derivatives, they shall report the following to the company's board secretary within 2 trading days:
(1) Number of shares held before this change;
(2) The date, quantity, and price of this share change;
(3) Number of shares held after change;
(4) Other explanations required by the company, such as a statement that no insider trading information transactions are involved, etc.
Article 28 The management of the company's shares held by the company's directors and senior managers and their changes shall be governed by the "Management Rules for the Company's Shares Held by the Directors and Senior Managers of Listed Companies and their Changes."
Chapter 6 Confidential Management of Insider Information
Article 29 Anyone with knowledge of the company’s inside information shall have the obligation to keep the inside information confidential. Before the inside information is publicly disclosed, the company’s directors, senior managers and other persons with knowledge of the inside information should
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Take necessary measures to minimize the scope of information exposure.
Article 30 The company's business functional departments, branches, holding subsidiaries and joint-stock companies on which the company can exert significant influence shall have the obligation to keep the inside information confidential when it comes to the reporting and transmission of the company's inside information, and have the responsibility to report to the company and the board of directors, cooperate with the board of directors in information disclosure, and strictly comply with the relevant provisions of this system and the company's "Information Disclosure and Internal Information Reporting System".
Article 31 If undisclosed information is required to be provided externally according to regulations, before providing it, the company shall inform the other party of the confidentiality obligations of insiders of inside information, liability for violations, etc. by signing a confidentiality agreement with the party, sending a notice prohibiting insider information trading, etc., and require it to provide a list of insiders who know the company's inside information. The Company shall refuse any request for non-public information without reasonable grounds.
Article 32 Before the disclosure of inside information, without the approval of the company’s board of directors, any department or individual of the company shall not leak, report, or transmit to the outside world content involving the company’s inside information and information to be disclosed. External reporting and transmission of documents, soft (magnetic) disks, audio (video) tapes, CD-ROMs and other materials involving inside information and information disclosure must be reported to the board of directors office for registration and subject to review and approval by the secretary of the board of directors (and, depending on the importance, submitted to the board of directors for review) before they can be reported or transmitted to the outside world.
Article 33 Insiders of inside information shall properly keep documents, disks, audio tapes, meeting minutes, resolutions and other materials containing inside information, and shall not lend them to others for reading or copying, or allow others to carry or keep them on their behalf. Insiders of insider information should take corresponding measures to ensure that relevant inside information stored on computers is not accessed or copied.
Article 34 Relevant personnel in securities, finance and other positions who are often engaged in work related to inside 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 35 Before the insider information is disclosed in accordance with the law, insiders of the inside information shall not disclose or leak the information, shall not use the 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, and shall not engage in insider trading or cooperate with others to manipulate stock trading prices.
Article 36 When a company prepares periodic reports and conducts research, planning, decision-making and submission of major matters involving stock price-sensitive information, it shall take necessary measures to narrow the scope of insiders of inside information as much as possible.
Article 37 If it is difficult to keep the company’s inside information confidential (such as media reports, market rumors, etc.),
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Or when there are abnormal fluctuations in the trading price of the company's securities, the company should disclose it immediately.
Article 38 Before the company's inside information has been disclosed in accordance with the law, the company's shareholders and actual controllers may not abuse their shareholder rights and dominant position to require the company to provide them with inside information.
Article 39 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 they can report directly to the Zhejiang Supervision Bureau of the China Securities Regulatory Commission or the Shanghai Stock Exchange.
Article 40 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.
Chapter 7 Accountability
Article 41 The company shall, in accordance with the provisions of the China Securities Regulatory Commission, conduct self-examination on the trading of the company's stocks 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 will verify and hold the relevant personnel accountable in accordance with this system, and report the relevant situation and processing results to the Zhejiang Securities Regulatory Bureau of the China Securities Regulatory Commission and the Shanghai Stock Exchange for filing within 2 working days, and at the same time make an announcement in accordance with the requirements of the regulatory agencies.
Article 42 For insiders who violate this system and leak inside information without authorization, or use inside information to conduct insider trading or advise others to use inside information to conduct transactions, the company's board of directors will, depending on the severity of the case and the losses and impact caused to the company, punish the relevant responsible personnel and investigate legal liability in accordance with laws, regulations and normative documents. If a crime is involved, criminal liability will be pursued.
Article 43 If an insider of inside information who works within the company violates the provisions of this system, he or she will be punished by a notice of criticism, warning, demerit, demotion, salary reduction, job retention, investigation, or expulsion, depending on the severity of the case. The above sanctions can be imposed individually or concurrently.
Article 44 If the controlling shareholders, actual controllers and their employees violate this system, the company's board of directors will issue a letter to warn against violation risks. If the company violates relevant laws, regulations and normative documents, the company will submit it to the China Securities Regulatory Commission and other relevant regulatory authorities for punishment.
Article 45 If an intermediary service agency violates this system, the company will remind the company of the risks depending on the situation and terminate the cooperation in accordance with the provisions of the contract. If it violates relevant laws, regulations and normative documents, the company will file a complaint
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The China Securities Regulatory Commission and other relevant regulatory authorities will impose penalties.
Chapter 8 Supplementary Provisions
Article 46 Matters not covered in this system shall be governed by the relevant national laws, regulations, rules, normative documents and the Articles of Association; if they conflict with laws and regulations promulgated by the state in the future or the Articles of Association after legal procedures, the provisions of the relevant national laws, regulations and the Articles of Association shall be followed.
Article 47 This system shall be implemented from the date of approval by the board of directors, and the same shall apply to modifications.
Article 48 The company’s board of directors is responsible for interpreting this system.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. August 25, 2025
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