Youningwei: Insider information registration and management system
Shanghai Youningwei Biotechnology Co., Ltd.
Insider information insider registration and management system
Chapter 1 General Provisions
Article 1 In order to further standardize the inside information management behavior of Shanghai Uniview Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), strengthen the confidentiality of inside information, maintain the principles of openness, fairness and impartiality in 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 (hereinafter referred to as the "Company Law") and the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as "GEM Listing Rules") "Shenzhen Stock Exchange Listed Companies' Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" (hereinafter referred to as "GEM Listed Companies' Standardized Operations") "Listed Company Information Disclosure Management Office" Law, "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 5 - Management of Information Disclosure Matters", "Regulatory Guidelines for Listed Companies No. 5 - Registration and Management System for Insiders of Listed Companies' Insider Information" and other relevant laws and regulations, as well as the "Articles of Association" and other relevant provisions, and combined with the actual situation of the company, this system is specially formulated.
Article 2 The scope of application of this system: companies, branches, and subsidiaries (including subsidiaries in which the company directly or indirectly controls more than 50% and other subsidiaries included in the company's consolidated accounting statements).
Article 3 The company’s board of directors is the management agency for inside information and is responsible for the authenticity, accuracy and completeness of the files of insiders of inside information; the chairman is the main person responsible, and the secretary of the board of directors is responsible for the registration and filing of insiders of the company’s inside information.
The Securities Affairs Department is the daily work department responsible for the management, registration, disclosure and filing of the company’s inside information, including registration, filing and filing of inside information, and reporting to the securities regulatory authorities.
Article 4 The company’s directors, senior managers and all departments, branches, subsidiaries and related personnel of the company should do a good job in keeping inside information confidential.
Article 5 Company directors, senior managers and other insiders of inside information shall not disclose inside information, engage in insider trading or cooperate with others to manipulate securities trading prices.
Chapter 2 Definition and identification standards of inside information and insiders
Article 6 Insider information referred to in this system refers to undisclosed information that, in accordance with the relevant provisions of the Securities Law, involves the company's operations and finance or has a significant impact on the trading prices of the company's securities and their derivatives. Not yet disclosed refers to matters that the company has not yet officially publicly disclosed on the cninfo.com (www.cninfo.com.cn) or the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), the listed company information disclosure media designated by the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) and selected by the company.
Article 7 Insider information referred to in this system includes but is not limited to:
(1) Important events that may have a greater impact on the company’s stock price:
Major changes in the company’s business policy and business scope;
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;
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 director or general manager of the company changes and the director or general manager is unable to perform his 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 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 it enters bankruptcy proceedings in accordance with the law and is 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 in accordance with the law;
Other matters prescribed by the China Securities Regulatory Commission.
(2) Important events that may have a greater impact on corporate bond prices:
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 has incurred significant losses 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.
Article 8 Insiders of inside information refer to persons who can directly or indirectly obtain inside information before the company’s inside information is made public.
Article 9 Insiders of inside information referred to in this system refer to the relevant personnel stipulated in the Securities Law, who can directly or indirectly contact and obtain inside information before the company's inside information is disclosed, including but not limited to:
(1) Directors and senior managers of the company; companies controlled or actually controlled by the company and their directors and senior managers; personnel within the company who participate in the planning, demonstration, decision-making and other aspects of major matters; financial personnel, internal auditors, information disclosure staff, etc. who are aware of inside information due to their positions in the company;
(2) Shareholders holding more than 5% of the company's shares and their directors, supervisors, and senior managers; the company's controlling shareholders, largest shareholders, actual controllers, and their directors, supervisors, and senior managers; company acquirers or parties involved in major asset transactions and their controlling shareholders, actual controllers, directors, supervisors, and senior managers (if any); shareholders who propose relevant matters and their directors, supervisors, and senior managers (if any); securities regulators who can obtain inside information due to their positions and work Staff of supervisory and regulatory agencies, or relevant personnel of securities trading venues, securities companies, securities registration and clearing institutions, and securities service institutions; staff of relevant competent departments and regulatory agencies who may 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; personnel of other external units who obtain relevant inside information from the company in accordance with the law; personnel of other external units involved in the planning, demonstration, decision-making, approval, etc. of major matters;
(3) Other persons who know the company’s relevant inside information due to family relationships, business relationships, etc. with the persons related to items (1) and (2) above;
(4) Other personnel specified by the China Securities Regulatory Commission.
Chapter 3 Registration and filing of insiders of inside information
Article 10 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 11 When a company carries out acquisitions, major asset reorganizations, issuance of securities, mergers, divisions, spin-offs and listings, share repurchases and other major matters identified by the Shenzhen Stock Exchange, or discloses other matters that may have a significant impact on the securities trading price of listed companies, in addition to filling in insider information files in accordance with the provisions of Article 10 of this system, 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.
If a company engages in the major matters specified in the preceding paragraph, it shall promptly submit the insider information files and major matter process memorandum to the Shenzhen Stock Exchange after the inside information is publicly disclosed in accordance with the law, and shall disclose the relevant content in the major matter process memorandum as required by the Shenzhen Stock Exchange.
Article 12 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 files. Insider information files and major event process memorandums shall be kept for at least ten years from the date of recording (including supplements and improvements).
Article 13 The company’s directors, senior managers and the principal persons in charge of departments and subsidiaries (branch) shall actively cooperate with the company in the registration and filing 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 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 securities trading prices occur, they shall fill in the files of insiders of the unit's inside information.
When securities companies, securities service agencies and other intermediaries accept entrustment to engage in securities service business, and the entrusted matter has a significant impact on the trading price of securities of listed companies, they shall fill in the files of insiders of the institution's inside information.
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 should fill in the files of insiders of the unit's inside information.
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 relevant companies 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 the requirements of this system and confirmed by insider information.
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 paragraphs 1 to 3 of this Article.
Article 15 The management of inside information of the company's various departments, branches, subsidiaries and other subsidiaries included in the company's consolidated accounting statements shall be carried out with reference to this system. If the above-mentioned entities involve the company and have a significant impact on the company's securities trading price, the company shall fill in the insider information files and major event process memoranda.
Article 16 The company shall report to the Shenzhen Stock Exchange insider information files and major event progress memoranda (if necessary) within five trading days after the inside information is publicly disclosed in accordance with the law.
Before the company discloses major events, if the company's stock and its derivatives transactions have experienced abnormal fluctuations, it must report relevant insider information files and major event progress memoranda to the Shenzhen Stock Exchange. After the company discloses a major event, if there are significant changes in relevant matters, it shall promptly submit a supplementary insider information file and a memorandum on the progress of major events to the Shenzhen Stock Exchange.
The company shall, in light of the specific circumstances, reasonably determine the scope of insiders that should be reported, and ensure the completeness and accuracy of the insider registration files.
Article 17 The procedures for registration and filing of insiders of inside information are as follows:
(1) When inside information occurs, insiders (mainly the heads of departments and agencies) who know the information 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 immediately organizes relevant insiders to fill in the information and verifies the inside information in a timely manner to ensure the authenticity and accuracy of the filled-in content;
(3) After verification, the secretary of the board of directors shall report to the Shenzhen Stock Exchange and the Shanghai Bureau of the China Securities Regulatory Commission (if necessary) in accordance with regulations.
Article 18 The approval procedures for the transfer of company inside information are:
(1) Inside information should generally be strictly controlled within the scope of its functional departments (branch companies, holding subsidiaries). Insiders of inside information should strictly control the circulation of inside information to the minimum scope as soon as they learn of the inside information;
(2) Insider information needs to be transferred between the company’s functional departments (branch companies, holding subsidiaries). Each functional department (branch company, holding subsidiary company) must perform necessary approval procedures for the transfer of inside information, and the transfer to other functional departments (branch companies, holding subsidiaries) must be approved by the main person in charge of the functional department (branch company, holding subsidiary company);
(3) Providing inside information to the outside world must be approved by the main person in charge of the relevant functional departments (branch companies, holding subsidiaries) and the secretary of the board of directors.
Chapter 4 Confidentiality Obligations of Insider Information and Penalties for Violations
Article 19 Insiders of the company's inside information are obligated to keep the inside information they know confidential and shall not disclose the inside information to the outside world in any form without authorization.
In accordance with the regulations and requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, the company conducts self-examinations on insiders’ buying and selling of the company’s stocks and their derivatives within five trading days after the annual report, semi-annual report and the announcement of relevant major events. 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 conduct transactions, the company shall verify and hold the relevant personnel accountable in accordance with its insider information insider registration and management system, and report the relevant situation and handling results to the Shenzhen Stock Exchange within 2 working days.
Article 20 The company and its directors, senior managers and relevant insiders of inside information shall limit the number of persons with knowledge of the information to the minimum before the public disclosure of the inside information. Significant information documents shall be submitted and kept by designated personnel, and the expanded scope of persons with knowledge of the information shall be reported to the secretary of the board of directors in a timely manner. If the matter has been circulated in the market and caused changes in the company's stock price, the insider of the relevant inside information should immediately inform the company's board secretary so that the company can provide timely clarification, or report directly to the Securities Regulatory Bureau or the Shenzhen Stock Exchange.
Article 21 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 and its directors and senior managers to provide them with inside information.
Article 22 When the company engages in business within the above scope with external institutions or individuals, it shall sign a confidentiality agreement with its insiders.
Article 23 Insiders of insider information may not buy or sell company stocks, or advise others to buy or sell company stocks before the inside information is disclosed in accordance with the law, nor may they seek illegal benefits through other means.
Article 24 Before the disclosure of inside information, the insider of the inside information shall properly keep the documents, disks, audio tapes, meeting minutes, resolutions and other materials containing the 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 25 The company's periodic reports shall not be disseminated in any form on any website before they are announced. If undisclosed information is provided to the company's controlling shareholders, the undisclosed information should be reported to the securities regulatory authorities in accordance with relevant requirements.
Article 26 If the company's inside information is difficult to keep confidential or has been leaked (such as media reports, market rumors, etc.), or if the company's securities trading prices experience abnormal fluctuations, the company shall disclose it immediately.
Article 27 If an insider leaks the inside information to the outside world, or uses the inside information to conduct insider trading, spread false information, manipulate the securities market, or engage in fraud and other activities that cause serious impact or loss to the company, the company will verify the situation and, depending on the severity of the case, impose sanctions such as criticism, warning, demerit, demotion and salary reduction, retention on probation, termination of the labor contract in accordance with the law, as well as appropriate compensation requirements. The above sanctions can be imposed individually or concurrently. The relevant situation and processing results will be reported to the Shenzhen Stock Exchange and disclosed to the outside world within 2 working days. The penalties imposed by regulatory authorities such as the China Securities Regulatory Commission and the Shenzhen Stock Exchange will not affect the penalties imposed by the company. Those suspected of committing crimes will be transferred to judicial organs for criminal liability in accordance with the law.
Article 28 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, or actual controllers of the company disclose company information without authorization and cause losses to the company, the company reserves the right to pursue their liability.
Article 29 If an insider of insider information violates the provisions of this system by engaging in insider trading or other illegal activities and is punished by regulatory authorities, administrative agencies or judicial agencies, the company shall submit the punishment results to the China Securities Regulatory Bureau and the Shenzhen Stock Exchange for filing, and shall perform its information disclosure obligations in a timely manner.
Chapter 5 Supplementary Provisions
Article 30 Matters not covered by this system shall be implemented in accordance with the relevant provisions of national laws, regulations, normative documents and the Articles of Association. If this system conflicts with relevant laws, regulations, normative documents and the Articles of Association, the provisions of the relevant national laws, regulations, normative documents and the Articles of Association shall be followed.
Article 31 This system shall be revised and interpreted by the company's board of directors.
Article 32 This system will come into effect from the date of review and approval by the company's board of directors.
Shanghai Youningwei Biotechnology Co., Ltd.
April 26, 2026