Guangzhou Baiyun International Airport Company Limited(600004) insider registration management system
Chapter I General Provisions
Article 1 in order to further standardize the management of the inside information of Guangzhou Baiyun International Airport Company Limited(600004) (hereinafter referred to as “the company”), keep the inside information confidential and maintain the principles of openness, fairness and impartiality of the company’s information disclosure, in accordance with the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies (“guidelines No. 5”), the stock listing rules of Shanghai Stock Exchange and the articles of association.
Article 2 the board of directors of the company shall be responsible for the authenticity, accuracy and completeness of the files of insiders of the company, and the chairman of the board of directors shall be the main responsible person; The Secretary of the board of directors is the specific person in charge of the registration and management of the company’s insider information, and is responsible for the registration, filing and submission of the company’s insider information; The Secretary Office of the board of directors and the board of supervisors shall assist the Secretary of the board of directors in the registration and management of insider information. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of insider information files. The person in charge of the subordinate departments of the company, the company’s branches, the company’s holding subsidiaries and the joint-stock companies that can have a significant impact on them is the person in charge of internal reporting of insider information of the department or the unit, and needs to perform relevant obligations in accordance with the provisions of this system. The board of supervisors of the company shall supervise the implementation of this system.
Article 3 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure of the company to the outside world. The documents, audio-visual and optical discs and other materials related to insider information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world with the examination and approval of the board of directors or the Secretary of the board of directors.
Article 4 the directors, supervisors and senior managers of the company and all departments and subsidiaries (branches) of the company shall keep the inside information confidential.
Article 5 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II insider information and its scope
Article 6 the insider information referred to in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the market price of the company’s securities in securities trading activities. Unpublished means that the company has not published the selected information disclosure publications such as China Securities Journal, securities times and Shanghai Securities News or the website of Shanghai Stock Exchange (www.sse. Com. CN) Officially open on the Internet.
Article 7 the insider information referred to in this system includes but is not limited to the following major events: (I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) changes in directors, more than one-third of supervisors or managers of the company; The chairman or manager is unable to perform his duties;
(VIII) shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have changed greatly in their engagement in the same or similar business as the company;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the company’s directors, supervisors and senior managers are suspected of crime and taken compulsory measures according to law;
（12） Other matters prescribed by the CSRC. The information within the above scope involving the subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them belongs to the insider information of the above subjects.
Article 8 Where a company publicly issues corporate bonds and is listed for trading, it shall perform the obligation of information disclosure in accordance with the relevant provisions of the securities law.
Chapter III insider information and its scope
Article 9 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company’s insider information.
Article 10 insiders of inside information include but are not limited to:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controllers of the company and their directors, supervisors and senior managers;
(III) subsidiaries controlled or actually controlled by the company and their directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions who can obtain insider information due to their position and work;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) staff of relevant competent departments and regulatory institutions who can obtain inside information due to their statutory duties in the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by the CSRC.
Chapter IV Registration Management of insider information
Article 11 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of inside information in accordance with the No. 5 guide, and truthfully, completely and timely record the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure before the public disclosure of inside information according to law, And the time, place, basis, method and content of knowing the inside information. Insiders of inside information shall timely fill in the registration form of insiders of inside information as required and send it to the Secretary Office of the board of directors and supervisors of the company. The form shall be prepared, distributed and recycled by the Secretary Office of the board of directors and supervisors according to the regulatory requirements of information registration.
Article 12 the company shall timely supplement and improve the file information of insider information. The files of insiders of inside information shall be kept for at least ten years from the date of recording (including supplement and improvement).
The contents of insider registration and filing include but are not limited to the insider’s name, position, ID card number, securities account, work unit, insider information, ways and means of knowing, time, confidentiality terms, etc.
Article 13 when a company carries out major asset reorganization, securities issuance, acquisition, merger, division, spin off listing, share repurchase and other major matters, or discloses other matters that may have a significant impact on the securities trading price of the listed company, in addition to filling in the registration form of insider files (see Annex I) in accordance with Article 10 of the system, It shall also prepare the memorandum on the progress of major events (see Annex II), including but not limited to the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the planning and decision-making methods, and urge the relevant personnel involved in the memorandum to sign and confirm on the memorandum. If the company has major matters listed in the preceding paragraph, it shall timely submit the insider files of the insider information and the progress memorandum of major matters to the Shanghai Stock Exchange after the public disclosure of the insider information according to law. The Shanghai Stock Exchange may require listed companies to disclose the relevant contents in the memorandum on the progress of major events.
Article 14 the directors, supervisors, senior managers of the company and the persons in charge of functional departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information. When the functional departments, branches, holding subsidiaries and joint-stock companies of the company can have a significant impact on them, the above subjects are obliged to timely report in writing to the Secretary of the board of directors of the company when they know the inside information of their own unit or department, and cooperate to fill in the file registration form of insiders of internal information.
Article 15 the company’s shareholders, actual controllers and their related parties, securities companies, securities service institutions, purchasers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall actively cooperate with the company in the registration and management of the files of insider information, Fill in the file registration form of insider information insiders from the date of learning the insider information, and report to the Secretary of the board of directors as soon as possible. The Secretary of the board of directors shall require the insider to provide or supplement relevant information completely.
The above-mentioned entities shall deliver the insider files to the company in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in in accordance with the requirements of Article 10 of this system.
The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved.
Article 16 for the quarterly, semi annual, annual reports and financial reports before the disclosure of the company, if there is information to be submitted to the outside during the reporting period, the basis, object, type, time, disclosure of performance express, written reminder of the confidentiality obligation of external information users, registration and filing, etc. shall be reported for filing; During the reporting period, insiders who illegally buy and sell the company’s shares shall, within 10 working days after the company discloses the annual report, report the specific situation, the accountability measures taken against relevant personnel, the recovery of illegal earnings The implementation of the supervision responsibility of the Secretary of the board of directors and the preventive measures taken by the company shall be reported to the stock exchange and Guangdong securities regulatory bureau. Chapter V confidentiality management of inside information
Article 17 the insiders of the company’s inside information shall have the obligation of confidentiality before the disclosure of the inside information they know, and sign a confidentiality agreement with the company. When necessary, the company may issue a notice prohibiting insider trading to the insiders and inform the insiders of relevant matters. Before the insider information is publicly disclosed according to law, the insider of the insider information shall not disclose the insider information, conduct insider trading or suggest others to use the insider information for trading. Before the public disclosure of inside information according to law, the controlling shareholder and actual controller of the company shall not abuse their shareholder rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 18 before the insider information is publicly disclosed according to law, the insider of the insider information shall control the insiders to a minimum.
Article 19 before the public disclosure of inside information according to law, insiders of inside information shall properly keep the documents, discs, audio tapes, meeting minutes, resolutions and other materials containing inside information, and shall not lend them to others for reading and copying, or hand them over to others for carrying and keeping. Insiders shall take corresponding measures to ensure that the insider information is not copied and stored by the computer.
Article 20 if the company’s inside information needs to be provided to other parties due to the requirements of national laws, regulations and other systems, it shall confirm that it has signed a confidentiality agreement or obtained its commitment to the confidentiality of relevant information before providing it.
Chapter VI accountability
Article 21 according to the actual situation and the provisions of the CSRC, the company conducts self-examination on the trading of the company’s shares and their derivatives by insiders. If it is found that insiders violate their confidentiality obligations, disclose the insider information they know, or use the insider information for insider trading, or suggest others to use the insider information for trading, After verification, the company will punish relevant responsible persons according to relevant regulations and require them to bear compensation liability, and submit relevant information and handling results to Guangdong securities regulatory bureau within 2 working days. Those suspected of committing a crime will be transferred to the judicial organ for criminal responsibility according to law.
Article 22 the company reserves the right to investigate the responsibility of the sponsors, securities service institutions and their personnel who issue special documents for the company’s performance of information disclosure obligations, shareholders or potential shareholders holding more than 5% of the company’s shares, controlling shareholders and actual controllers who disclose the company’s information without authorization and cause losses to the company.
Article 23 Where insiders of inside information are punished by the company, authorities or judicial organs for insider trading or other illegal activities in violation of the provisions of this system, the company shall submit the punishment results to Guangdong securities regulatory bureau and Shanghai stock exchange for the record, and make an announcement in the newspapers and websites designated by the company.
Chapter VII supplementary provisions
Article 24 matters not covered in this system or contrary to relevant provisions shall be implemented in accordance with the relevant provisions of laws, regulations and normative documents such as guidance No. 5, securities law, stock listing rules, standards for the governance of listed companies, measures for the administration of information disclosure of listed companies, as well as the articles of association.
Article 25 the system shall be interpreted and revised by the board of directors of the company, and shall be implemented from the date of adoption by the board of directors. The original management system for insiders of insider information shall be abolished at the same time. Annex I
Registration form of insider files of the company
Securities abbreviation: securities code:
Name (natural work unit work unit and ID card know inside information know inside information register
Serial number, person, legal person, Department, position / position of listed company, part number, securities account information, time information, place information, information content, stage, time registrant (government department) relationship
Signature of legal representative: company seal: submission date
