China Petroleum & Chemical Corporation(600028)
The measures for the administration of insider registration were reviewed and adopted at the 12th meeting of the 4th board of directors on March 15, 2011, at the 17th meeting of the 4th board of directors on December 15, 2011, at the 19th meeting of the 5th board of directors on August 22, 2014 and at the 7th Meeting of the 8th board of directors on March 25, 2022
Chapter I General Provisions
Article 1 in order to regulate the registration and management of insiders of China Petroleum & Chemical Corporation(600028) (hereinafter referred to as China Petroleum & Chemical Corporation(600028) "or" the company "), strengthen the confidentiality of inside information and maintain the fairness of information disclosure, in accordance with the securities law of the people's Republic of China These measures are formulated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies, as well as the securities regulatory rules of the place where the company is listed, and in combination with the provisions on the protection of China Petroleum & Chemical Corporation(600028) trade secrets and the actual situation of China Petroleum & Chemical Corporation(600028) business secrets.
Article 2 scope of application
These measures are applicable to all functional departments and branches (subsidiaries) of China Petroleum & Chemical Corporation(600028) headquarters, and joint-stock companies refer to these measures. If China Petroleum & Chemical Corporation(600028) wholly-owned or holding subsidiaries hold more than 5% shares of other listed companies, such subsidiaries shall formulate measures for the administration of insider registration with reference to these measures.
Article 3 the insider information mentioned in these Measures refers to the information mentioned in Article 13 of these measures that involves the production and operation, finance of China Petroleum & Chemical Corporation(600028) or has a significant impact on the market price of the company's securities and their derivatives, but has not been made public. Unpublished means that it has not been officially disclosed in the media that meet the conditions specified by the securities regulatory authority of the place where China Petroleum & Chemical Corporation(600028) is listed and on the website of the stock exchange of the place where China Petroleum & Chemical Corporation(600028) is listed.
Article 4 information initiated by China Petroleum & Chemical Corporation(600028) against its listed subsidiaries or other listed companies that can have a significant impact on the market price of the company's securities and their derivatives but has not been made public constitutes the company's inside information. China Petroleum & Chemical Corporation(600028) such information shall be managed with reference to the "inside information" stipulated in these measures, including but not limited to: 1 Major asset restructuring, debt restructuring or business restructuring initiated by the company; 2. The situation of holding shares or controlling the company has changed greatly, or the situation of the company and other enterprises under its control engaged in the same or similar business as the company has changed greatly;
3. It is proposed to pledge, trust or trust more than 5% of the company's shares, or more than 5% of the company's shares are frozen, judicial mark, judicial auction, voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
4. As the controlling shareholder and actual controller, he is prohibited from transferring his shares by the court;
5. Rumors about China Petroleum & Chemical Corporation(600028) may have a great impact on the securities trading price of the company;
6. Other situations that may have a great impact on the securities trading price of the company. In case of significant progress or changes in the matters specified in the preceding paragraph, the company shall do a good job in the circulation and registration management of inside information with reference to the provisions of these measures, inform the company in writing of the relevant information it knows, and cooperate with the company to do a good job in the registration and submission of inside information insiders in accordance with the securities regulatory rules of the place where it is listed and the provisions on the registration management of inside information insiders, And shall cooperate with the company to fulfill the obligation of information disclosure.
Article 5 the insider referred to in these Measures refers to the relevant personnel specified in the securities law, including but not limited to:
1. The company and its directors, supervisors and senior managers;
2. 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;
3. The company controlled or actually controlled by the company and its directors, supervisors and senior managers;
4. Other personnel who can obtain relevant inside information of the company and / or its subsidiaries due to their positions or business dealings with the company;
5. The acquirer or major asset trading party of the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
6. 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;
7. Staff of securities regulatory bodies who can obtain inside information due to their duties and work;
8. Staff 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 listed companies and their acquisitions and major asset transactions;
9. Other personnel specified by relevant laws and regulations and the securities regulatory rules of the place where the company is listed.
Article 6 insiders of inside information shall abide by the provisions on the management of inside information in the provisions on the management of information disclosure of China Petroleum & Chemical Corporation(600028) Co., Ltd. before the public disclosure of the information according to law, shall not disclose the inside information, shall not use or suggest others to use the information for insider trading, or cooperate with others to use the inside information to manipulate the securities trading price.
Article 7 the insider registration mentioned in these Measures refers to the registration and management of insider information, including the confirmation of insider information, the determination of insider, registration, notification, filing, self-examination of trading, etc.
Article 8 the board of directors of the company shall be responsible for the registration and management of insiders and ensure that the files of insiders are true, accurate and complete. The chairman of the board of directors is the main responsible person. The board of supervisors of the company is responsible for supervising the implementation of these measures. The management of the company shall ensure the implementation of these measures. The Secretary shall be responsible for filing the insider information and handling the registration of the board of directors. 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.
All functional departments and subsidiaries of the headquarters (hereinafter referred to as "all units") shall incorporate the registration of insiders into their daily management.
Article 9 the principle of "whoever is in charge shall be responsible" shall be implemented in the registration of insiders of inside information. All units shall be responsible for the confidentiality of inside information and the registration of insiders of inside information in the process of business handling. All units and other information disclosure obligors shall ensure that the registered information is true, accurate and complete.
The main person in charge of each unit shall take the main leadership responsibility for the protection of the internal information of the unit. In case of insider information, each unit shall appoint a Commissioner to be responsible for the registration, reminder and management of the unit's insider information, and report to the office of the board of directors in a timely manner.
Article 10 all units shall strengthen the registration and management of inside information and improve the internal control process of all work that may involve inside information according to the provisions of these measures.
Article 11 China Petroleum & Chemical Corporation(600028) confidentiality Committee shall include the confidentiality inspection of inside information into the confidentiality inspection of the company.
Article 12 the company's directors, supervisors, senior managers, relevant personnel of each unit and other insiders of inside information shall keep the inside information confidential and cooperate with the registration and filing of insiders of inside information.
Chapter II Scope of inside information
Article 13 the scope of insider information that should be registered according to these Measures includes but is not limited to:
(I) major events that have a great impact on the stock trading price as stipulated in Article 80 of the Securities Law:
1. Major changes in the company's business policy and business scope;
2. 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;
3. 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;
4. The company has major debts and fails to pay off the due major debts;
5. Major losses or losses of the company;
6. The external conditions of the company's production and operation have changed significantly;
7. Changes in directors, more than one-third of supervisors and President of the company; The chairman or president is unable to perform his duties;
8. Shareholders holding more than 5% of the company's shares or actual controllers of the company have great changes in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have great changes in their engagement in the same or similar business as the company;
9. 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 entering bankruptcy proceedings according to law and being ordered to close down;
10. 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 is suspected of committing a crime and is investigated according to law; The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of committing crimes and are taken compulsory measures according to law; 12. Other circumstances stipulated by relevant laws and regulations and the securities regulatory rules of the place where the company is listed.
(II) major events that have a great impact on the trading price of corporate bonds as stipulated in Article 81 of the Securities Law:
1. Major changes in the company's ownership structure or production and operation;
2. The credit rating of corporate bonds changes;
3. Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
4. The company fails to pay off its due debts;
5. The company's new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
6. The company waives creditor's rights or property exceeding 10% of the net assets at the end of the previous year;
7. The company incurred major losses exceeding 10% of the net assets at the end of the previous year;
8. The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
9. Major litigation and arbitration involving the company;
10. 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;
11. Other circumstances stipulated by relevant laws and regulations, securities regulatory rules of the place where the company is listed and dealers association.
If the "significant amount" is calculated according to the above regulations, and the "significant amount" is applicable to the listed company; If no specific amount is involved, the board of directors of the company shall make judgment based on the principle of rationality.
Chapter III internal information circulation and registration management
Article 14 determination of inside information
All units shall confirm whether the matters in their charge constitute insider information in accordance with Articles 3, 4 and 13 of these measures.
Article 15 confidentiality
Once the relevant units confirm that the matters they are responsible for constitute inside information, they shall classify the inside information in accordance with the catalogue of basic scope of China Petroleum & Chemical Corporation(600028) trade secrets.
Article 16 data management and circulation
The relevant units shall determine the data transfer procedures according to the specific conditions, and the data can be transferred only after being approved by the person in charge of the unit.
In the process of data circulation, relevant units shall minimize the circulation links, minimize the scope of insiders, strictly carry out meeting management and printing of relevant documents, and prevent the risk of disclosure.
Article 17 registration management
Relevant units shall appoint special personnel to register and manage insider information.
Relevant units shall fill in the registration form of insiders of China Petroleum & Chemical Corporation(600028) inside information (hereinafter referred to as "registration form", see Annex 1) in accordance with the provisions of these measures, and timely record the list of insiders of inside information in the process 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 inside information. Insiders of inside information shall confirm.
For different stages of the same inside information, if the insiders of the inside information are different, the registration form needs to be updated in time according to the specific contents of the inside information.
The contents of insider information registration include, but are not limited to, the name or name of the insider's information, the ID number or the uniform social credit code, the work unit, the telephone number, the relationship with the listed company, the specific contents of the insider information, the stage, the way and the way of knowing the information, the time, the location and the time of registration.
Insiders of inside information shall truthfully report the information of themselves (their own units) involved in the registration form, cooperate with the self-examination of insiders of inside information, and be responsible for the authenticity, accuracy and completeness of the information of themselves (their own units). Article 18 confidentiality and reminder
Relevant units shall present the notice on China Petroleum & Chemical Corporation(600028) prohibition of Insider Trading (hereinafter referred to as "the notice", see Annex 2) to the units and personnel registered as insiders of insider information, and give confidentiality reminders.
Relevant units shall sign confidentiality agreements with insiders of inside information of intermediary institutions to clearly stipulate the rights, obligations and liabilities for breach of contract of all parties China Petroleum & Chemical Corporation(600028) internal employees shall abide by the employee code and relevant confidentiality provisions.
Article 19 Management of internal information submitted to the public
(I) when the company has a major asset reorganization, a high proportion of shares transferred, changes in equity resulting in changes in the actual controller or the largest shareholder, tender offer, securities issuance, merger, division, spin off listing, share repurchase or other matters that may have a significant impact on the market price of Securities and their derivatives stipulated in the securities regulatory rules of the place where China Petroleum & Chemical Corporation(600028) listed, The registration form shall be submitted in accordance with the provisions of the Shanghai Stock Exchange and other regulatory authorities.
The company shall truthfully, accurately and completely fill in the registration form and submit it to the Shanghai Stock Exchange in accordance with the scope of insiders of insider information specified in Article 5 of these measures and the actual diffusion of insider information. There shall be no false records, major omissions and major errors. In case of any of the matters listed in the first paragraph of paragraph 1 of this article, the insiders of the insider information submitted by the company shall at least include the following personnel:
1. The company and its directors, supervisors and senior managers;
2. The controlling shareholder, the largest shareholder and actual controller of the company, as well as its directors, supervisors and senior managers;
3. The company's acquirer or major asset transaction party and its controlling shareholder, actual controller
