内幕信息管理
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【头条评论】 重大事项信息披露应确保严肃审慎
Zheng Quan Shi Bao· 2025-12-22 18:06
监管层可进一步明确披露筹划重大事项的核心要素,包括交易对手方基本情况、未来重大事项推进的关 键节点、存在的主要风险等,上市公司不得用模糊化表述规避信息披露义务。缺乏核心要素就擅自发布 信息,交易所应追责,包括暂停上市公司信息披露直通车业务资格。 其次,强化内幕信息管理的全流程监管。应要求上市公司建立严格的内幕信息知情人登记与管理制度, 明确内幕信息知情人的界定与保密责任,对重大事项筹划过程中的信息传递环节进行全程管控。监管层 应加大对股价异动与信息披露时序错位案例的核查力度,利用大数据监测等技术手段,精准排查内幕交 易线索,对查实存在内幕信息泄露、内幕交易等违法违规行为的,依法从严处罚,包括追究内幕交易 者、内幕信息泄露者两方主体责任,形成"零容忍"监管氛围。 最后,细化终止重大事项的信披指引。对于终止筹划重大事项公告,可鼓励或要求公司提供更为详尽的 说明,例如终止决策的主要考虑、谈判过程中的关键分歧点等(在不涉及商业机密的前提下)。更充分 的信息披露有助于投资者理解公司决策逻辑,评估其对公司的潜在影响,从而作出更理性的投资判断。 对于短期内仓促启动又迅速终止重大事项,要求公司作出专项说明,监管层应核查是否存 ...
江西百通能源:制定内幕信息知情人登记制度
Xin Lang Cai Jing· 2025-11-24 13:33
江西百通能源公告称,为规范内幕信息管理,公司制定内幕信息知情人登记制度。制度明确内幕信息知 情人包括公司董高、持股5%以上股东及其董高、实际控制人及其董高等;内幕信息涵盖公司经营、财 务等重大未公开信息。董事会保证知情人档案真实准确完整,董事长为主要责任人,董事会秘书负责登 记报送。知情人负有保密责任,不得内幕交易。公司还对知情人备案管理、责任追究等作出规定,制度 自董事会审议通过之日起生效。 ...
利欧股份: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-09-07 09:14
Core Points - The company has established an insider information management system to regulate insider information handling, enhance confidentiality, and protect investors' rights [1][2] - The board of directors is responsible for ensuring the accuracy and completeness of insider information records, with the chairman and secretary of the board overseeing the management [1][2] - The system applies to the company and its subsidiaries, as well as companies where the company has significant influence [1] Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [2][3] - Examples of insider information include major changes in business strategy, significant asset transactions, important contracts, and major losses [2][3] Insider Information Personnel - Insider information personnel include company directors, senior management, and others who have access to non-public information due to their roles [3][4] - Specific categories of insider personnel are outlined, including shareholders with over 5% ownership and external parties involved in significant transactions [3][4] Registration Management - The company must maintain a record of insider information personnel, detailing when and how they received insider information [4][5] - All relevant parties, including shareholders and external service providers, are required to cooperate in the registration process [4][5] Reporting Obligations - The company must report insider information personnel to the Shenzhen Stock Exchange during significant events such as major asset restructurings or stock issuances [5][6] - A memorandum documenting the decision-making process for significant transactions must also be created and submitted [6][7] Accountability and Penalties - Violations of the insider information management system can lead to penalties for responsible individuals, including potential legal action [8][9] - The company reserves the right to pursue claims against other institutions or individuals that cause losses due to violations of the system [8][9] Miscellaneous Provisions - The system will be updated in accordance with national laws and regulations, and the board of directors holds the authority to amend the system [9][10]
弘元绿能: 内幕信息知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established an insider information management system to enhance confidentiality, prevent insider trading, and protect investors' rights [1][2]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information registries, with the chairman as the primary responsible person [1][2]. - The insider information management system applies to the company and its subsidiaries, requiring all relevant personnel to maintain confidentiality and cooperate with the registration of insider information [2][3]. - Insider information includes significant changes in business operations, major investments, important contracts, and any events that could materially affect the company's financial status or stock price [2][3][4]. Group 2: Registration and Documentation - The company must accurately record and summarize the list of insider information holders before the official disclosure of insider information, including details such as the time, place, and manner of knowledge [4][5]. - Insider information holders are required to fill out a registration form upon becoming aware of insider information, which must include personal identification and their relationship with the company [4][5]. - The company must maintain and update the insider information holder registry and significant event progress memos for at least ten years [7][8]. Group 3: Confidentiality Obligations - Insider information holders are obligated to keep information confidential and are prohibited from disclosing or trading based on insider information [10][11]. - The company must take necessary measures to limit the number of individuals aware of insider information before its public disclosure [10][11]. - Violations of confidentiality obligations may result in penalties, including potential criminal charges for severe breaches [10][11][12].
恒基达鑫: 内幕信息保密及知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the insider information management and confidentiality system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the importance of protecting insider information and ensuring compliance with relevant laws and regulations [1][2]. Group 1: Insider Information Management - The company establishes a system to manage insider information, ensuring confidentiality and proper registration of individuals who have access to such information [1][2]. - The board of directors is responsible for verifying the authenticity and completeness of insider information and maintaining accurate records of individuals with access to this information [1][2]. - Any department or individual within the company is prohibited from disclosing insider information without board approval, except as required by law or with proper authorization [2][3]. Group 2: Scope of Insider Information - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [6][7]. - The scope of insider information includes various types of information as specified in the Securities Law and the company's internal reporting system [6][7]. Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, major shareholders, and other individuals who can access insider information due to their roles or relationships with the company [8][9]. - The company must maintain a detailed record of all individuals who have access to insider information, including their relationship to the company and the nature of the information accessed [10][11]. Group 4: Confidentiality Obligations - Individuals with access to insider information are required to maintain confidentiality and are prohibited from using this information for personal gain or to influence stock trading [8][9]. - The company must implement measures to ensure that insider information is not disclosed before it is publicly announced, including limiting the number of individuals who have access to such information [20][21]. Group 5: Reporting and Compliance - The company is required to report insider information recipients to the Shenzhen Stock Exchange within five trading days after the information is publicly disclosed [12][13]. - Any changes in the status of insider information or the individuals with access to it must be reported promptly to ensure compliance with regulatory requirements [12][13]. Group 6: Accountability and Penalties - The company will impose penalties on individuals who violate confidentiality obligations, which may include disciplinary actions or legal consequences [17][18]. - Regular audits will be conducted to monitor compliance with insider trading regulations, and any violations will be reported to regulatory authorities [17][18].
华鲁恒升: 华鲁恒升内幕信息知情人登记管理制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The article outlines the insider information management system of Shandong Hualu Hengsheng Chemical Co., Ltd, emphasizing the importance of confidentiality and proper registration of insider information [1][2][3] Group 1: Insider Information Management - The company is responsible for managing insider information, ensuring that the records of insider information are true, accurate, and complete, with the board of directors being the main responsible party [1][2] - Insider information is defined as information that significantly impacts the company's operations, finances, or market price of its securities, which has not been publicly disclosed [3][4] - The company must maintain a detailed record of all individuals who have access to insider information before it is publicly disclosed, including their names, positions, and the nature of the information [4][5] Group 2: Responsibilities and Compliance - All company directors, senior management, and relevant departments must ensure confidentiality and cooperate with the board secretary in registering insider information [2][3] - The company must report insider information to the Shanghai Stock Exchange for significant events such as major asset restructuring, high ratio share transfers, and other actions that could affect stock prices [6][11] - The company is required to keep insider information records and related documents for at least ten years, ensuring compliance with regulatory requirements [8][17] Group 3: Confidentiality and Legal Obligations - All individuals with access to insider information must sign confidentiality agreements to limit the disclosure of such information [19][20] - The company must take measures to prevent insider trading and ensure that any violations are reported to the relevant authorities [27][28] - Non-insider individuals are expected to refrain from inquiring about insider information, and any breach of confidentiality may lead to legal consequences [26][30]
双林股份: 内幕信息知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The company has established an insider information management system to enhance confidentiality and protect investors' rights [1][2] - The system outlines the responsibilities of the board of directors and the secretary in managing insider information [3][4] - Insider information is defined as non-public information that could significantly impact the company's operations or stock prices [8][9] - The company emphasizes strict confidentiality obligations for insiders and prohibits insider trading [20][21] Group 1: Insider Information Management - The management of insider information is the responsibility of the board of directors, with the chairman as the main person in charge [3] - The company's securities department is tasked with daily management of insider information and investor relations [1][2] - Any disclosure of insider information requires approval from the board secretary and must be reported to the chairman if deemed significant [2][4] Group 2: Definition and Scope of Insider Information - Insider information includes significant changes in business strategy, major asset transactions, and important contracts that could affect the company's financial status [9][10] - The scope of insider information also covers changes in major shareholders, significant losses, and legal issues involving the company [9][10] Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, and major shareholders, as well as relevant personnel from associated companies and regulatory bodies [11][12] - The company must maintain a detailed record of all individuals who have access to insider information, including their roles and the nature of the information [12][13] Group 4: Confidentiality and Compliance - Insiders are required to sign confidentiality agreements and are prohibited from disclosing insider information or trading based on it [20][21] - The company must provide training to ensure that insiders understand their rights and responsibilities regarding insider information [22][23] Group 5: Accountability and Penalties - The company will conduct self-inspections of insider trading activities and report any violations to regulatory authorities [25][26] - Violations of the insider information management system can lead to disciplinary actions, including termination and legal consequences [26][27]
ESG解读|天普股份9连板背后;资金来源透明度待提升,内幕信息管控遭问询
Sou Hu Cai Jing· 2025-09-05 09:51
Core Viewpoint - The stock price of Tianpu Co., Ltd. experienced significant fluctuations due to a change in control, with a cumulative increase of 135.77% over nine consecutive trading days, raising concerns about compliance and information disclosure [4][6]. Group 1: Stock Price Movement - Tianpu Co., Ltd. announced a stock price increase of 135.77% from August 22 to September 3, 2025, with multiple instances of severe abnormal fluctuations [4]. - The company received two regulatory letters from the Shanghai Stock Exchange regarding the abnormal stock price movements and the need for clarification on the legitimacy of the funding sources for the control transfer [6][9]. Group 2: Control Change and Compliance Issues - The control change involves a transfer of 10.75% of shares from the current actual controller to Zhonghao Xinying, which may lead to Zhonghao Xinying becoming the new actual controller [6]. - Concerns have been raised regarding the legality of the funding sources for the acquisition, as the company has not provided sufficient details on the funding channels and has received regulatory inquiries about this matter [9][11]. Group 3: Potential for Shell Listing - Zhonghao Xinying's acquisition of Tianpu Co., Ltd. is perceived as a potential shell listing strategy, as the company has not initiated an IPO process and may rely on this acquisition for capital market entry [7]. - The transaction structure involves a three-step approach of share transfer, capital increase, and a comprehensive tender offer, indicating a strategic move towards asset securitization [8]. Group 4: Integration and Business Strategy - There is a lack of clarity regarding the integration plan between Tianpu Co., Ltd. and Zhonghao Xinying, with no clear explanation of how AI chip technology will enhance the existing automotive components business [12]. - The absence of a defined integration strategy raises concerns among shareholders, employees, and suppliers about the future direction of the company and potential impacts on existing operations [12].
星宸科技: 内幕信息知情人登记管理制度(草案)(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-09-04 11:14
General Principles - The purpose of the insider information management system is to regulate the management of insider information, enhance confidentiality, and protect investors' rights according to relevant laws and regulations [2][12] - The system applies to the management of insider information and its informants, including directors, senior management, and departments within the company [2][4] Insider Information Management - The Board of Directors is the management body for insider information, with the Chairman as the primary responsible person and the Board Secretary handling specific tasks [3] - Directors, senior management, and insider information informants are prohibited from disclosing insider information before it is publicly disclosed [3][10] Definition and Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock trading prices, including major changes in business strategy, significant asset transactions, and major losses [4][5] - The scope of insider information informants includes company directors, senior management, and individuals who can access insider information due to their roles [5][6] Registration and Filing of Insider Information Informants - The company must maintain a record of insider information informants and file this information with the relevant regulatory bodies within five trading days after the information is publicly disclosed [6][7] - The registration file must include detailed personal and professional information about the informants [6] Confidentiality Management - The company must control the flow of insider information to a minimum number of people and ensure that any external disclosure is approved by the Board Secretary [10][11] - Insider information informants are prohibited from trading the company's securities or suggesting others do so before the information is publicly disclosed [10][11] Accountability and Penalties - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or termination of employment [11] - The company reserves the right to pursue legal action against informants who leak insider information and cause significant losses [11][12] Implementation and Effectiveness - The system will take effect upon the company's H-share listing on the Hong Kong Stock Exchange and will replace any previous insider information management systems [12]
星宸科技: 内幕信息知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Points - The article outlines the insider information management system of Xingchen Technology Co., Ltd, aiming to regulate insider information handling and protect investors' rights [1][2] - The board of directors is designated as the management body for insider information, with the chairman as the primary responsible person and the board secretary handling specific tasks [1][2] Insider Information Definition and Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock trading prices, including major changes in business strategy, significant asset transactions, and major losses exceeding 10% of net assets [2][3] - Specific examples of insider information include major investments, significant debt defaults, changes in management, and substantial changes in shareholder control [2][3] Insider Information Recipients - Insider information recipients include individuals and entities that can access insider information before it is publicly disclosed, such as company executives, major shareholders, and relevant external parties [3][4] - The company must maintain a complete and accurate record of insider information recipients, which should be reported to the Shenzhen Stock Exchange within five trading days after the information is publicly disclosed [3][4] Registration and Record-Keeping - The company is required to fill out and maintain a record of insider information recipients, including personal and professional details, and ensure the accuracy of this information [4][6] - The board secretary is responsible for organizing the registration and ensuring compliance with the regulations regarding insider information management [6][9] Confidentiality Management - The company must ensure that insider information is disclosed only to authorized personnel and that confidentiality agreements are in place before sharing any non-public information [10][19] - Any unauthorized disclosure of insider information by recipients may lead to disciplinary actions, including termination and legal consequences [21][22] Compliance and Accountability - The company reserves the right to pursue legal action against shareholders or other parties who violate insider information regulations and cause financial harm to the company [22][23] - The insider information management system is effective upon approval by the board of directors and must comply with relevant laws and regulations [24][26]