Yunnan Baiyao Group Co.Ltd(000538) insider registration management system
(reviewed and approved by the fourth meeting of the ninth board of directors in 2022 on March 24, 2022)
Chapter I General Provisions
Article 1 in order to regulate the registration and management of inside information of Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as “the company”), keep the inside information confidential, safeguard the principle of fairness in information disclosure and protect the legitimate rights and interests of investors, In accordance with the provisions of the securities law, the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and management system for insiders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 – the administration of information disclosure affairs, and in combination with the articles of association and the actual situation of the company, Formulate this system.
Article 2 this system is applicable to the management of insider information and insiders of joint-stock companies that can have a significant impact on all departments, branches, holding subsidiaries and companies of the company. Where there are no provisions in this system, the relevant provisions of the company’s information disclosure management system shall apply.
Article 3 insiders shall actively cooperate with the company in the registration of insiders, and timely provide the company with true, accurate and complete archives of insiders in accordance with the relevant rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the relevant requirements of this system.
Article 4 the board of directors is the registration and management organization of inside information, which is responsible for timely registering and submitting the files of inside information insiders in accordance with the relevant rules of Shenzhen Stock Exchange and the relevant requirements of this system, and ensuring that the files of inside information insiders are true, accurate and complete. The chairman is the main responsible person. The secretary is responsible for filing the insider information of the company and managing the insider information of the company.
The office of the board of directors is the daily office of inside information management, which assists the Secretary of the board of directors in the supervision, management, registration, disclosure, submission and filing of the company’s inside information and insiders.
While submitting the insider files, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the filled insider files and the memorandum on the progress of major matters, and inform all insider insiders of the relevant provisions of laws and regulations on insider. The chairman, CO chairmen and the Secretary of the board of directors shall sign on the written commitment for confirmation. The board of supervisors shall supervise the implementation of the insider registration management system.
Article 5 the company strictly controls the scope of insider information. Without the approval or authorization of the chairman and co chairmen, any department, branch, holding subsidiary and joint-stock company and individual that can exert significant influence on the company shall not report, transmit or release any content and data related to the company’s insider information in any media or form, unless they fulfill the obligations required by laws, regulations and listing rules or have obtained effective authorization.
Article 6 insiders of inside information shall keep the inside information confidential, shall not disclose the inside information, shall not use the inside information to make profits for themselves, relatives or other institutions and individuals, and shall not use the relevant information to use the securities accounts of themselves, relatives or other institutions and individuals to trade the company’s shares and their derivatives Suggest others to buy and sell the company’s shares and their derivatives or cooperate with others to manipulate the price of the company’s shares and their derivatives.
Chapter II Scope of inside information and insiders
Article 7 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 trading price of the company’s shares and their derivatives in accordance with the relevant provisions of the securities law. Not disclosed means that the company has not been officially disclosed on the information disclosure publications or websites of listed companies designated by the CSRC and the Shenzhen Stock Exchange.
Article 8 the scope of inside information referred to in this system includes but is 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) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding 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 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 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 fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（19） Other matters prescribed by the securities regulatory authority under the State Council.
Article 9 insiders of inside information include:
(I) the company and its directors, supervisors and senior managers; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers; The company’s controlling shareholder, the largest shareholder and its directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions; Staff members of relevant competent departments and regulatory institutions who can obtain insider information due to their statutory duties in the issuance and trading of securities or the management of the company and its acquisitions and major asset transactions; Personnel of other external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events;
(III) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II);
(IV) other personnel specified by the CSRC.
Chapter III filing management of insider information
Article 10 before the public disclosure of inside information according to law, the company shall fill in the insider file of the company’s inside information and submit it to the Shenzhen Stock Exchange within five trading days after the first disclosure of inside information according to law.
The files of insiders of inside information shall include: name or name, nationality, certificate type, certificate number or unified social credit code, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, information date, information place, information method, information stage, information content, registrant information, registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information. The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 11 in general, the circulation of inside information shall be strictly controlled within the scope of its subordinate departments. For work needs, the inside information must be transferred between the directors, supervisors and senior managers of the company and the departments, branches and holding subsidiaries of the company and the joint-stock companies that can implement significant influence, and the directors, supervisors and senior managers of the company and the relevant departments of the departments, branches and holding subsidiaries of the company and the joint-stock companies that can implement significant influence, The circulation of inside information shall be subject to necessary examination and approval procedures, and can be circulated only after being approved by the Secretary of the board of directors and the principals of holding subsidiaries and joint-stock companies that can have a significant impact. The circulation of inside information between the company and external units shall be approved by the chairman and co chairmen of the company before it can be transferred to other units.
Article 12 procedures for registration and filing of insiders of the company’s inside information:
(I) when inside information occurs, the insider who knows the information shall inform the Secretary of the board of directors at the first time, and the Secretary of the board of directors shall timely inform the relevant insiders of various confidentiality matters and responsibilities, and control the transmission of inside information and the scope of insiders in accordance with the provisions of relevant laws and regulations.
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the registration form of insiders of inside information of the company at the first time, and verify the inside information and insiders in time, so as to ensure the authenticity, accuracy and completeness of the contents recorded in the registration form of insiders of inside information of the company.
(III) the files of insiders of inside information shall be filed by the office of the board of directors for the company’s self inspection or the inspection of regulatory authorities. Article 13 in case of the following major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange: (I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or the Shenzhen stock exchange that may have a significant impact on the trading price of the company’s shares and their derivatives.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely supplement and submit insider files to the Shenzhen Stock Exchange.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall report to the Shenzhen stock exchange for relevant insider information files.
Article 14 Where the company conducts major matters specified in Article 13 of the system, it shall do a good job in the management of inside information and disclose relevant information in stages according to the situation; It shall also make a memorandum on the progress of major events, record 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 way of planning and decision-making, and urge the relevant personnel involved in planning major events to sign and confirm on the memorandum. 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.
The progress memorandum of major events shall record each specific link and progress of major events, including the time, place, participating institutions and personnel of scheme demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other matters. The company shall submit a memorandum on the progress of major events to the bourse within five trading days after the disclosure of insider information according to law.
Article 15 when planning major asset restructuring (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen Stock Exchange when disclosing the restructuring matters for the first time. The first disclosure of reorganization matters refers to the earlier of the first disclosure of the planned reorganization, the disclosure of the reorganization plan or the disclosure of the reorganization report.
During the period from the first disclosure of the reorganization matters to the disclosure of the reorganization report, if the reorganization plan is significantly adjusted or terminated, or if the reorganization matters are disclosed for the first time without disclosing the main financial indicators, estimated values, proposed pricing and other important elements of the underlying assets, the insider files shall be supplemented when the major changes of the reorganization plan or the important elements are disclosed.
Article 16 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company, as well as other matters that have a significant impact on the company’s securities trading price, they shall fill in the insider file of their own unit.
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 securities trading price of the listed company, 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 insider file of their own unit.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to relevant companies in stages according to the process of the matter. The delivery time of the complete insider files shall not be later than the time of public disclosure of the insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information.
The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Article 17 If 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.
The company needs to regularly submit information to relevant administrative departments in accordance with relevant laws, regulations and policies before disclosure
