Chapter 1 General Principles
Article 1
To standardize the management of insider information at Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Company"), strengthen confidentiality efforts, maintain fairness in information disclosure, and prevent the abuse of insider knowledge, leaks, and insider trading, this system is established 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 Registration Management System for Insiders of Listed Companies (Guideline No. 5), the Listing Rules for the Shenzhen Stock Exchange's Growth Enterprise Market (hereinafter referred to as "the GEM Listing Rules"), and other relevant laws, regulations, normative documents, and the Company’s articles of association.
Article 2
The Company’s board of directors shall timely register and submit the "Insider Information Personnel Archives" in accordance with the requirements of the Registration Management System for Insiders of Listed Companies and relevant rules of the Shenzhen Stock Exchange, ensuring that the archives are true, accurate, and complete, with the chairman as the primary responsible person. The board secretary is responsible for the registration and submission of insider information personnel. The chairman and the board secretary shall sign written confirmation of the truthfulness, accuracy, and completeness of the "Insider Information Personnel Archives."
Article 3
The board of directors authorizes the board secretary as the specific person responsible for the Company’s internal information confidentiality work, organizing the implementation of insider information registration management. If the board secretary is unable to perform their duties, the representative for securities affairs shall act in their stead. The securities department is the daily operational department for the Company’s insider information registration management.
Article 4
The board secretary leads the securities department in uniformly handling reception, consultation (inquiries), and service work for regulatory agencies, the Shenzhen Stock Exchange, securities companies, news media, and shareholders.
Article 5
The securities department assists the board secretary in managing the Company’s information disclosure, investor relations, and registration management of insider information personnel, as well as overseeing the Company’s insider information.
Article 6
Insiders of confidential information have a confidentiality obligation and must not disclose or leak insider information of the listed company before it is legally disclosed, nor use insider information to trade or suggest others trade the Company’s stocks or their derivatives.
Chapter 2 Definitions and Scope of Insider Information and Insiders
Article 7
Insider information, as referred to in this system, is defined according to the relevant provisions of the Securities Law, involving the Company's operations, finances, or information that significantly affects the market price of the Company's securities and has not been publicly disclosed. Significant information refers to information that the Company and related information disclosure obligors are required to announce on the Shenzhen Stock Exchange website and in media meeting the conditions set by the China Securities Regulatory Commission.
Article 8
The specific scope of insider information includes but is not limited to:
- Major events listed in Article 80, Paragraph 2, and Article 81, Paragraph 2 of the Securities Law;
- Plans for dividend distribution or capital increase;
- Significant changes in the Company’s equity structure;
- Major changes in the Company’s debt guarantees;
- Mortgages, sales, or scrapping of the Company’s main operating assets exceeding 30% of the asset value;
- Actions of the Company’s directors and senior management that may legally incur significant compensation liabilities;
- Relevant plans for acquisitions by the Company;
- Other important information recognized by the State Council’s securities regulatory agency and the Shenzhen Stock Exchange that significantly affects securities trading prices.