Jiangsu Shagang Co.Ltd(002075)
Insider registration and reporting system
Chapter I General Provisions
Article 1 in order to effectively strengthen the management of the inside information of Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”), keep the inside information confidential and maintain the principle of fairness in information disclosure, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of information disclosure of listed companies, the registration and administration system for insiders of listed companies, the Jiangsu Shagang Co.Ltd(002075) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations This system is formulated in accordance with the provisions of the rules and in combination with the actual situation of the company.
Article 2 the board of directors of the company is the internal information management organization of the company, which is responsible for timely registering and submitting the files of internal information insiders, and ensuring that the files of internal information insiders are true, accurate and complete. The chairman of the board of directors is the main responsible person. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information of the company. The securities affairs department is the daily work department for the supervision, management, registration, disclosure and filing of the company’s inside information. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
Without the approval of the chairman of the board of directors or other departments, the information shall not be transmitted to the outside world in any way without the approval of the chairman of the board of directors or other departments.
The board of supervisors of the company shall supervise the implementation of this system.
Article 3 the company’s directors, supervisors, senior managers and all departments, branches, wholly-owned and holding companies of the company shall do a good job in the confidentiality of insider information, actively cooperate with the securities affairs department in the registration and filing of insider information, and shall not disclose the company’s insider information, conduct insider trading or cooperate with others to manipulate the securities trading price.
Chapter II Scope of inside information
Article 4 the term “inside information” as mentioned in this system refers to the unpublished information involving the operation and finance of the company or having a significant impact on the market price of the company’s securities and their derivatives, including but not limited to:
(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) the directors, more than one-third of the supervisors or the general manager of the company change, and the chairman or general manager is unable to perform his duties;
(VIII) the situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans for dividend distribution and capital increase, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy; Or enter bankruptcy proceedings according to law and be 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 controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（16） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（17） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（18） Other matters prescribed by the CSRC.
Chapter III Scope of insider information
Article 5 the insider referred to in this system refers to the relevant internal and external personnel of the company who can contact and obtain insider information, including but 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 controller of the company and its directors, supervisors and senior managers;
(III) enterprises 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 acquirer of the company or related parties of major asset transactions and their 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, filing and filing
Article 6 before the public disclosure of insider information according to law, the company shall fill in the insider file of the company in accordance with the annex, and timely record the list of insider information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution, disclosure and other links, as well as the time, place, basis, method, content and other information of knowing the insider information. Insiders of inside information shall confirm.
The contents of insider information registration include, but are not limited to, the units, name, ID number, job, securities account, insider information, channels and methods of knowing, and the time of knowing.
Article 7 insiders of inside information shall fill in the file registration form of insiders of inside information from the date they learn the inside information, and submit it to the Secretary of the board of directors for filing within three trading days. The Secretary of the board of directors has the right to require insiders to provide or supplement other relevant information.
Article 8 where the personnel of the administrative department come into contact with the inside information of the company, they shall do a good job of registration in accordance with the requirements of the relevant administrative department.
If the company needs to regularly submit information to the relevant administrative department in accordance with the requirements of relevant laws, regulations and policies before disclosure, it can be regarded as the same insider information without significant changes in the reporting department and content, register the name of the administrative department in the same form, and continue to register the time of submitting information. In addition to the above circumstances, when the circulation of inside information involves the administrative department, the company shall register the name of the administrative department, the reason for contacting the inside information and the time of knowing the inside information in the insider file in the way of recording one thing.
Article 9 the company’s directors, supervisors, senior managers and heads of all departments, branches, wholly-owned and holding companies shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders and the changes of relevant insiders.
Article 10 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the trading price of the company’s securities, they shall fill in the insider file of the company’s insider information.
Where a securities company or securities service institution is entrusted to carry out relevant business, and the entrusted matter has a significant impact on the company’s securities trading price, it shall fill in the insider file of the institution.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the company’s securities trading price shall fill in the files of insiders of the company.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to the company in stages according to the process of the matter. 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 according to the requirements of the annex to this system and confirmed by insiders of inside information.
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 in paragraphs 1 to 3 of this article.
Article 6 Where a material matter such as the merger or reorganization of the company may affect the process of the company’s issuance of securities, in addition to the disclosure of material information such as the price of the company’s shares or the process of the company’s share repurchase, it shall also be filled in according to the rules of the company’s internal merger or division, The contents include but are not limited to the time of each key point in the planning and decision-making process, the list of decision-makers participating in the planning, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation. The company’s shareholders, actual controllers and their related parties and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
Article 12 the internal information management of all subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall be carried out with reference to this system. If the above subjects are involved in the company and have a significant impact on the securities trading price of the company, the insider files of the company shall be filled in.
Article 13 the company shall, in accordance with the provisions of the CSRC and Shenzhen Stock Exchange, conduct self-examination on the trading of the company’s shares and their derivatives by insiders. If it is found that insiders of insider information conduct insider trading, disclose insider information or suggest others to use insider information for trading, the company shall verify and investigate the responsibilities of relevant personnel in accordance with this system, and report the relevant information and handling results to the dispatched office of CSRC and Shenzhen Stock Exchange in the place where the company is registered within two working days.
Article 14 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least ten years from the date of recording (including supplement and improvement). The CSRC and its dispatched offices and Shenzhen stock exchange can access insider files and memoranda of major events.
The company shall, within five trading days after the public disclosure of the inside information according to law, submit the insider files of the inside information and the progress memorandum of major events to Shenzhen Stock Exchange. Shenzhen Stock Exchange may require the company to disclose the relevant contents in the memorandum on the progress of major events.
After the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and submit insider files and memoranda on the progress of major events.
Article 15 securities companies and securities service institutions shall assist and cooperate with the company to timely submit files of insiders and memoranda of progress of major matters, and verify relevant information in accordance with the requirements of practice rules. Article 16 the basic process of the company’s internal information registration and filing:
(I) when inside information occurs, the directors, supervisors, senior managers of the company or the heads of other relevant institutions and departments who know the information must inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations;
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the file registration form of insiders according to the relevant format requirements of Shenzhen Stock Exchange, and timely verify the inside information to ensure that the contents filled in are true and accurate;
(III) if the insider of inside information involves external units and individuals, the Secretary of the board of directors shall urge the relevant business departments of the company to timely sign the confidentiality agreement with the insider of inside information or complete the confidentiality work through other forms of confidentiality, inform the insider of the legal obligations and responsibilities, and take confidentiality measures in a timely manner; At the same time, the other unit is required to organize relevant insiders to fill in the file registration form of insiders;
(IV) the Secretary of the board of directors shall file it in accordance with the relevant provisions of the securities regulatory authority after verification.
Article 17 in case of any of the following circumstances, the company shall timely report to Shenzhen stock exchange the file registration form of insiders:
(I) while submitting the disclosure documents of annual report and semi annual report to Shenzhen Stock Exchange;
(II) after the board of directors deliberates and approves the refinancing or merger and reorganization and other related matters, it shall submit the resolutions of the board of directors and other documents to Shenzhen Stock Exchange at the same time;
(III) after the board of directors deliberates and approves equity incentive and other related matters, it shall submit the resolutions of the board of directors and other documents to Shenzhen Stock Exchange at the same time;
(IV) in case of major investment, major foreign cooperation and other matters that may have a significant impact on the company’s securities trading price, the relevant documents shall be submitted to Shenzhen stock exchange for the first time.
Chapter V confidentiality obligations and accountability
Article 18 before the disclosure of inside information according to law, the company’s directors, supervisors, senior managers and relevant insiders of inside information shall take necessary measures to minimize the insiders of the information.
Article 19 insiders of inside information shall have the obligation to keep confidential the inside information they know. Before the inside information is disclosed according to law, they shall not use the inside information to seek benefits, disclose or disclose the inside information, buy or sell or suggest others to buy or sell the company’s shares and their derivatives.
Article 20 before the disclosure of inside information according to law, the controlling shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position, and shall not require the company to provide them with inside information.
Article 21 when insiders of inside information disclose inside information in violation of this system and cause losses to the company, the company may criticize, warn, reduce salary or even remove the responsible person
