Chapter 1 General Principles
Article 1
To improve the insider information management system of Shanghai Metersbonwe Fashion & Accessories Co., Ltd. (hereinafter referred to as "the Company"), enhance confidentiality of insider information, and effectively prevent and combat insider trading and other violations of securities laws, this system is formulated in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law") and other relevant laws and regulations.
Article 2
The board of directors of the Company is the management body for insider information, with the board secretary responsible for implementing the confidentiality management of insider information. The board office is responsible for managing the records of individuals with insider knowledge, ensuring that these records are true, accurate, and complete. Company directors, senior management, and heads of all departments (including branches and subsidiaries) must maintain the confidentiality of insider information. No department or individual may disclose, report, or transmit insider information without the board secretary's review and the chairman's approval.
Chapter 2 Scope of Insider Information and Insider Knowledge Persons
Article 3
This system applies to individuals with insider knowledge of the Company, meaning units or individuals who are aware of insider information directly or indirectly before it is publicly disclosed.
Article 4
According to the Securities Law and related regulations, the scope of insider information includes:
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Major events that may significantly affect the trading price of the Company's stock and its derivatives, including but not limited to:
- Significant changes in the Company's business policies and scope.
- Major investment actions, such as purchasing or selling significant assets exceeding 30% of the Company's total assets within a year, or mortgaging, pledging, selling, or scrapping major operational assets exceeding 30% of those assets.
- Entering into important contracts, providing significant guarantees, or engaging in related transactions that may significantly impact the Company's assets, liabilities, equity, and operating results.
- Major debts and defaults on significant overdue debts.
- Major losses or significant damages.
- Significant changes in external conditions affecting the Company's operations.
- Changes in the Company's directors or general manager, or if the chairman or general manager is unable to perform their duties.
- Significant changes in the shareholding or control of shareholders holding more than 5% of the Company's shares.
- Plans for dividend distribution, capital increase, significant changes in shareholding structure, decisions on capital reduction, mergers, divisions, dissolution, or bankruptcy applications.
- Major litigation or arbitration involving the Company, or invalidation of resolutions by the shareholders' meeting or board of directors.
- Criminal investigations involving the Company or its major stakeholders.
- Other matters specified by the China Securities Regulatory Commission or stock exchanges.
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Major events that may significantly affect the trading price of the Company's bonds, including but not limited to:
- Significant changes in the Company's shareholding structure or operational status.
- Changes in the credit rating of the Company's bonds.
- Major asset pledges, sales, transfers, or scrapping.
- Defaults on overdue debts.
- New borrowings or guarantees exceeding 20% of the net assets at the end of the previous year.
- Waiving debts or assets exceeding 10% of the net assets at the end of the previous year.
- Major losses exceeding 10% of the net assets at the end of the previous year.
- Decisions on dividend distribution, capital reduction, mergers, divisions, dissolution, or bankruptcy applications.
- Major litigation or arbitration involving the Company.
- Criminal investigations involving the Company or its major stakeholders.
- Other matters specified by the China Securities Regulatory Commission or stock exchanges.