Chapter 1 General Principles
Article 1
To standardize the management of insider information at Shenzhen Agricultural Products Group Co., Ltd. (hereinafter referred to as "the Company"), strengthen confidentiality work, and maintain the principle of fair information disclosure, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Administrative Measures for Information Disclosure of Listed Companies, the Regulatory Guidelines No. 5 for Listed Companies—Registration Management System for Insiders, the Stock Listing Rules of the Shenzhen Stock Exchange, and the Self-Regulatory Guidelines No. 5 for Listed Companies—Management of Information Disclosure Affairs, as well as relevant laws, regulations, and the Company's Articles of Association, combined with the actual situation of the Company.
Article 2
The board of directors of the Company is the management body for insider information, with the chairman as the primary responsible person. The board secretary is responsible for the registration and filing of insiders and reporting matters; if the board secretary is unable to perform their duties, the securities affairs representative will act in their stead. The board office is the daily working department for the registration management of insider information. The chairman and the board secretary shall sign written confirmation opinions on the authenticity, accuracy, and completeness of the insider information files.
Chapter 2 Insider Information and Insiders
Article 3
Insider information referred to in this system means information that has not been publicly disclosed and is related to the Company's operations, finances, or has a significant impact on the market price of the Company's securities.
Article 4
"Not publicly disclosed" means not officially disclosed in the Company's designated information disclosure newspapers (Securities Times, China Securities Journal, Shanghai Securities News, Securities Daily) and website (Giant Tide Information Network).
Article 5
According to relevant provisions of the Securities Law, the following significant matters are considered insider information:
- Significant changes in the Company's operational policies and scope of business;
- Major investment actions by the Company, such as purchasing or selling significant assets exceeding 30% of the total assets within one year, or mortgaging, pledging, selling, or scrapping major operational assets exceeding 30% of those assets;
- The Company entering into important contracts, providing significant guarantees, or engaging in related party transactions that may significantly affect the Company's assets, liabilities, equity, and operating results;
- The Company experiencing significant debts and defaults on due significant debts;
- The Company suffering significant losses or damages;
- Significant changes in external conditions affecting the Company's production and operations;
- Changes in the Company's directors or managers, or if the chairman or manager is unable to perform their duties;
- Significant changes in the shareholding or control situation of shareholders holding more than 5% of the Company's shares, or significant changes in the actual controller and other enterprises controlled by them engaged in similar businesses;
- Plans for dividend distribution, capital increase, significant changes in the Company's equity structure, decisions on capital reduction, mergers, divisions, dissolution, or bankruptcy applications, or being ordered to close;
- Significant litigation or arbitration involving the Company, or resolutions of the shareholders' meeting or board of directors being revoked or declared invalid by law;
- The Company being investigated for suspected criminal activity, or its controlling shareholders, actual controllers, directors, or senior management being subjected to compulsory measures for suspected criminal activity;
- Other matters specified by the State Council's securities regulatory authority.