Chapter 1 General Principles
Article 1
To standardize the management of insider information registrants at Zanyu Technology Group Co., Ltd. (hereinafter referred to as "the Company"), strengthen the confidentiality of insider information, uphold the principles of openness, fairness, and justice in information disclosure, and protect the interests of shareholders, this system is established based on the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Administrative Measures for Information Disclosure of Listed Companies," "Guidance No. 5 for Listed Companies—Management System for Insider Information Registrants," "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines No. 5 for Listed Companies—Management of Information Disclosure Affairs," and other relevant laws, regulations, and normative documents, as well as the "Articles of Association" and "Information Disclosure Management System" of the Company, in conjunction with the actual situation of the Company.
Article 2
The Company's board of directors is the management body for insider information, responsible for verifying the authenticity, accuracy, and completeness of insider registrant information, timely registering and submitting insider registrant files, and ensuring the authenticity, accuracy, and completeness of these files. The chairman of the board is the primary responsible person. The board secretary is responsible for handling the registration and filing of insider registrants. The chairman and the board secretary shall sign written confirmation opinions on the authenticity, accuracy, and completeness of the insider registrant files.
Article 3
The Company's directors, senior management, and relevant personnel from various departments and subsidiaries must maintain the confidentiality of insider information and cooperate with the board secretary in reporting insider registrants. Directors, senior management, and insider registrants must not disclose insider information, engage in insider trading, or assist others in manipulating securities trading prices.
Article 4
This insider information registrant management system applies to the Company and its subordinate departments, subsidiaries, and companies in which the Company can exert significant influence.
Chapter 2 Insider Information and Its Scope
Article 5
Insider information, as referred to in this system, means significant events that may have a substantial impact on the trading price of the Company's stock in other nationally approved securities trading venues, as defined by the relevant provisions of the Securities Law.
Article 6
Insider information includes but is not limited to:
- Significant changes in the Company's business policies and scope of operations;
- Major investment actions by the Company, such as purchasing or selling significant assets exceeding 30% of the Company's total assets within one year, or mortgaging, pledging, selling, or scrapping major operating assets exceeding 30% of those assets;
- Entering into important contracts, providing significant guarantees, or engaging in related transactions that may significantly affect 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 inability of the chairman or general manager to perform their duties;
- Significant changes in the shareholding or control of shareholders holding more than 5% of the Company's shares, or significant changes in the actual controller and other enterprises controlled by them engaging in similar business;
- 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 entering bankruptcy proceedings as mandated by law;
- Significant litigation or arbitration involving the Company, or resolutions of the shareholders' meeting or board of directors being revoked or declared invalid by law;
- Criminal investigations initiated against the Company or its controlling shareholders, actual controllers, directors, or senior management;
- Other matters specified by the State Council's securities regulatory authority.