Article 1 This system is formulated to regulate XX Co., Ltd. (hereinafter referred to as "the company") to prevent conflicts of interest, prevent employees' improper behavior in personal investment transactions from affecting the company's reputation and business activities or posing significant compliance risks to the company, and safeguard the legitimate rights and interests of fund share holders.

Article 2 This system is formulated in accordance with the Securities Law, the Securities Investment Fund Law, the Guiding Opinions on the Management of Investment Managers of Fund Management Companies, the Provisions on Matters Related to Fund Employees' Investment in Securities Investment Funds, and other laws, regulations and normative documents, as well as the company's relevant management systems.

Article 3 This system is applicable to all employees who have established formal labor relations with the company, including employees who have signed formal labor contracts with the company and dispatched employees (hereinafter referred to as "employees").

Article 4 The securities and equity investment behaviors regulated in this system include:

1. Stock investment, including investment in stocks of listed companies and their derivatives (such as warrants and stock index futures);

2. Investing in securities investment funds;

3. Equity investment refers to the act of investing in a company that is not publicly listed, including but not limited to the initial investment when the company is established and the investment in the company through equity transfer, gift, inheritance or capital increase.

Article 5 The immediate family members mentioned in this system refer to the spouses, parents and children of employees.

Chapter II Norms of Trading Conduct

Article 6 Employees of the Company shall consciously abide by the requirements of laws and regulations, relevant regulatory provisions and company rules and regulations, and can only engage in trading activities permitted by laws and regulations and relevant regulatory provisions. Do not use insider information and other undisclosed information to conduct transactions in violation of regulations, do not directly or indirectly conduct trading activities or make investment decisions for any other institution or individual, do not provide trading information or suggestions for others, do not take advantage of his position to seek improper benefits for himself or others, and do not transfer benefits in any form.

Article 7 The employees of the Company shall adhere to the principles of diligence, prudence and responsibility, treat the fund share holders honestly and fairly, abide by the principle of giving priority to the interests of the fund share holders, abide by the commitments made to the fund share holders, the regulatory authorities and the Company, and shall not engage in acts that harm the interests of the fund property and the fund share holders, or engage in activities that conflict with the performance of their duties.

Article 8 Employees who invest in securities or equity shall strictly abide by relevant laws and regulations and the company system, and earnestly fulfill their obligations of information disclosure, declaration and disposal.

Chapter III Trading Restrictions

Article 9 When investing in securities investment funds, employees of the company shall follow the principles of fairness, openness and justice, prevent conflicts of interest and transfer of interests, establish a long-term investment concept, strengthen the awareness of sharing interests and risks with fund share holders, treat the funds managed by the company fairly, and shall not engage in acts that harm the interests of other fund share holders in order to obtain short-term benefits.

Article 10 The term for employees of the company to hold fund shares shall not be less than 6 months. If the holding period is less than 6 months, it shall not be sold, redeemed or converted into other funds. The senior managers of the company hold the fund shares managed by the company and the fund managers hold the fund shares managed by themselves for a period of not less than 1 year. Investment in money market funds and other cash management tools funds are not subject to the above time limit. If employees invest in the same fund for many times, the holding period of a single investment fund share shall be calculated according to the principle of first-in first-out

Article 11 The subscription, conversion or redemption rates applicable to the employees of the Company investing in the funds managed by the Company shall be implemented in accordance with the fund contract, fund prospectus, fund announcement and other provisions.

Article 12 The company encourages employees, especially senior managers and heads of fund investment and research departments, to purchase fund products managed by the company or fund managers to purchase fund products managed by themselves, and encourages employees to make long-term investments through regular quotas or other means.

Article 13 Employees who make direct or indirect equity investments shall report to the company in advance, and follow the principle of giving priority to the interests of fund share holders and the interests of the company to avoid conflicts of interest.

Article 14 Restrictions on employees' equity investment:

1. Do not invest in companies that have or may have significant business relations, competitive relations or conflicts of interest with the company;

2. Do not invest in companies engaged in securities investment, securities investment consulting and other businesses related to securities investment transactions;

Don't work part-time in the company he invests in and get paid;

4. No other equity investment that may harm the interests of fund share holders and the interests of the company shall be made;

5. No equity investment that affects the normal performance of employees in terms of scale or nature shall be made.

Fifteenth employees directly or indirectly hold the original unlisted equity investment into the market, should be handled according to the following procedures:

1. If the fund or portfolio managed by the company participates in the inquiry and investment of the equity investment, the employees holding the equity shall not participate in the relevant investment decisions on the principle of avoiding conflicts of interest and voluntarily quit the company;

2. If the equity investment can be publicly traded, the employee shall sell it within 3 months.

Chapter IV Transaction Information Reporting, Filing Management and Information Disclosure

Article 16 Employees shall truthfully fill in the Record Form for Employees' First Application for Stock/Fund/Individual Equity Investment (see Annex 1 for the specific format), declare the stocks, funds and individual equity investments they held before joining the company, and dispose of the stocks that are prohibited from investing within 3 months after joining the company.

Article 17 Employees shall truthfully fill in the Application Form for Basic Information of Employees and Their Relatives (see Annex 2 for the specific format) within 3 working days after joining the company, and declare the detailed information of themselves and their immediate family members (including name, relationship with employees, ID number, work unit, position, etc.). ) and submit the corresponding scanned copy of the original ID card. Among them, the information scope of relatives of company executives, fund managers, investment managers and other personnel is determined according to the requirements of the Qualification Registration Form (including but not limited to my parents, spouses, children, brothers and sisters and their spouses' parents, brothers and sisters, and people who are closely related to me or have significant interests). During the term of office, if the above information changes, the employee should fill in the form again and report to the company within 3 working days.

Article 18 The company shall record, review and register the employee's equity investment according to the Record Form of Employee's Direct/Indirect Equity Investment submitted by the employee.

Article 19 The filing and examination of a company's equity investment shall be based on the main principle of avoiding actual or possible conflicts of interest with funds, companies or businesses carried out by companies. If the company finds that the employee's equity investment conforms to the contents mentioned in Article 14 during the audit, it shall require him to stop the equity investment and explain the reasons. Employees should obey the company's decision. If the employee is dissatisfied, the company has the right to terminate the labor contract with him. If the company fails to give a written reply to the employee for more than 10 working days, it is deemed that the company has no objection to the employee's equity investment behavior.

Article 20 Employees shall ensure that the investment information declared to the company is true, accurate, complete and timely.

Article 21 A company shall disclose the following information in the announcement of the effectiveness of fund contracts, the announcement of listing transactions and the semi-annual and annual reports of relevant funds:

1. The total fund shares held by the fund practitioners of the Company and their proportion to the total fund shares;

2. The total number of shares held by the company's senior management personnel and the head of the fund investment and research department;

3. The quantitative range of the total number of fund shares held by the fund manager of the Fund.

The total amount of fund shares referred to in items 2 and 3 ranges from 0,0 to 65,438+10,000 shares (inclusive), 65,438+10,000 to 500,000 shares (inclusive), 500,000 to 1 10,000 shares (inclusive), and 1 10,000 shares or more.

The relevant data in the announcement shall be summarized by the relevant departments of the company and reviewed by the Legal Department. The Human Resources Department shall assist in providing the names, ID numbers and positions of all employees.

Chapter V Daily Management

Twenty-second registration and supervision work, including:

1. Register after receiving the application for filing securities investment and equity investment of employees; 2. Check the personal and relative information provided by employees with their ID cards (including scanned copies). Employees who have special difficulties in providing scanned copies of the original ID cards shall be required to submit copies of their ID cards, and their names and ID card numbers shall be checked in a reasonable way;

3. Properly keep the declaration or filing materials of securities investment and equity investment of employees of the Company;

4. Regularly or irregularly check the investment behavior of employees, including obtaining the statistical data of the company's employee investment funds from the Fund Affairs Department every quarter, and checking its compliance to find out whether there is any violation of laws, regulations and company systems;

5. Keep the relevant records of the employee investment fund of the company properly.

The legal department should do a good job of checking and leaving traces, and assume strict confidentiality obligations for relevant information obtained in the work.

Article 23 The Treasury Department of the Company is responsible for regularly (quarterly, semi-annually, annually) counting the details and balances of the investment funds of the employees of the Company, and compiling relevant information tables in accordance with the provisions of laws and regulations.

Expose files. The legal department should review it.

Article 24 When examining the securities investment and equity investment behavior of employees and the stock investment behavior of employees' immediate family members, if there is a possible conflict of interest, the company has the right to require employees to dispose of the investment behavior within a time limit. Employees should obey the company's decision. If the employee is dissatisfied, the company has the right to terminate the labor contract with him.

Article 25 A new employee's failure to declare in time or false declaration at the time of entry indicates that the probation period of the new employee does not meet the employment conditions, and the company will not turn him into a regular employee. The human resources department should consult the legal department before the employee's probation period expires to determine whether the employee has completed the personal employment statement.

Article 26 If an employee fails to report the investment information of individuals and relatives on a regular basis as required, the Legal Department will send an email reminder. If the employee fails to declare after being reminded, the Legal Department will give a written reminder letter. If it has not been declared after sending a written reminder letter, the Legal Department will fill in the Report Form of Abnormal Situation of Daily Compliance Supervision and report it to the company as a violation.

Article 27 If an employee fails to accurately update personal and relative information and fails to timely and accurately declare information on fund investment and equity investment, the Legal Department will report it to the company as a violation and fill in the Report Form on Abnormal Situation of Daily Compliance Supervision.

Article 28 If an employee violates laws, regulations and this management system, the company will consider the seriousness of the case.

In serious cases, fines and/or disciplinary actions will be imposed. The fine is RMB 3,000 plus twice the amount of unjust enrichment each time. Disciplinary actions include verbal warning, written warning and dismissal. The company will give verbal warning, written warning and other penalties to employees who violate the rules slightly and have no impact on the company's property or reputation; If the circumstances are serious or adversely affect the company's property or reputation, the company has the right to terminate the labor contract and report to the China Securities Regulatory Commission and relevant agencies as required; If the circumstances are serious enough to constitute a crime, they will be transferred to judicial organs for corresponding responsibilities. If the employee's behavior causes losses to the company, the company has the right to recover from the employee according to law.

Article 29 The Company shall keep the record information of employees strictly confidential, and no department or individual may consult or inquire at will. However, under the following circumstances, the Legal Department can provide relevant information to the authorized person after performing the appropriate examination and approval procedures:

1. The Legal Department performs its duties;

2. The judicial organ or supervisory organ shall read, inquire or check the personal investment of employees according to law;

3. Due to the need of work, after being approved by the general manager, you can read and inquire about the personal investment of employees.

Chapter VI Supplementary Provisions

Article 30 Without the permission of laws, regulations and relevant regulatory provisions, employees of the Company shall not invest in the asset management plan of specific customers. If laws, regulations and relevant regulatory provisions have new provisions on the investment behavior of fund company employees, the Company will revise this system. Article 31 After this system is promulgated and implemented for the first time, all employees shall truthfully fill in the Record Form for Employees' First Declaration of Stock/Fund/Individual Equity Investment (see Annex 1 for specific format) and the Basic Information Declaration Form for Employees and Relatives (see Annex 2 for specific format) within 10 working days, and declare the detailed information of their stocks, funds and individual equity investments and their immediate family members to the company.

Article 32 The company will further adjust and improve this system according to the requirements of relevant laws and regulations, the development of the company's business and the internal implementation of the company.

Article 33 this system is approved by the general manager and shall be implemented as of the date of promulgation.

XXX company limited

Date 20 15