Chapter I General Provisions
Article 1 in order to further regulate the inside information management of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company”), strengthen the confidentiality of the company’s inside information and maintain the principle of fairness in information disclosure, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies issued by the CSRC Guidelines for the supervision of listed companies No. 5 – registration and management system of insiders of listed companies, stock listing rules of Shanghai Stock Exchange, guidelines for the self discipline supervision of listed companies No. 2 of Shanghai Stock Exchange – management of information disclosure, measures for the management of information disclosure of listed companies and other relevant laws and regulations, as well as Guangxi Guiguan Electric Power Co.Ltd(600236) articles of association and Guangxi Guiguan Electric Power Co.Ltd(600236) information disclosure management system, Formulate this system.
Article 2 without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information of the company to the outside world; The board of directors of the company is responsible for the registration and filing of the company’s inside information, the chairman of the company is the main responsible person, and the Secretary of the board of directors organizes the implementation.
Article 3 the securities capital Department of the company is the daily work department for the registration and filing of the company’s insider information; The directors, supervisors and senior managers of the company, relevant departments and insiders of the company are obliged to assist in the confidentiality, registration and filing of insider information.
Article 4 the insider information referred to in this system refers to the unpublished information that involves the operation and finance of the company or has a significant impact on the price of the company’s securities market in accordance with Article 52 of the securities law. The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law belong to insider information. Unpublished means that the company has not officially published it on the information disclosure publication or website designated by the CSRC.
Article 5 the inside information of the company includes but is not limited to:
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. The company incurs major losses or losses;
6. Major changes in the external conditions of the company’s production and operation;
7. The chairman or manager is unable to perform his duties due to the change of directors, more than one-third of supervisors or managers of the company;
8. 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 actual controllers of the company and other enterprises under their control have changed greatly in their business that is the same as or similar to 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’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. The credit rating of corporate bonds changes;
13. The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
14. The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
15. Other matters prescribed by the securities regulatory authority under the State Council;
16. Other major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law.
Article 6 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 7 insiders of inside information include but are not limited to:
1. Directors, supervisors and senior managers of the company;
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. Persons who can obtain relevant inside information of the company 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 who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Article 8 before the public disclosure of inside information according to law, the company shall fill in the files of insiders of listed companies (see Annex 1) in accordance with these Provisions, and timely record the list of insiders of inside information at the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information. Insiders of inside information shall confirm.
Article 9 the board of directors of the company shall ensure that the files of insiders of inside information are true, accurate and complete.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 10 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 files of the insider of the unit.
Where securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the company’s securities trading price, they shall fill in the insider files of their own institutions.
Acquirers, counterparties of major asset restructuring and other sponsors involved in listed companies and having a significant impact on the securities trading price of listed companies shall fill in the files of insiders of their own units.
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 involved in the above-mentioned parties.
Article 11 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 relevant administrative departments in accordance with relevant laws, regulations and policies before information 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 continuously 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 12 when a company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, or discloses other matters that may have a significant impact on the company’s securities trading price, in addition to filling in the insider file of the company’s insider information in accordance with the regulations, it shall also make a memorandum on the progress of major events, including but not limited to the time of each key time point in the planning and decision-making process Participate in the planning of the list of decision-makers, planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. 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 13 the company’s directors, supervisors, senior managers and the main principals of all functional departments, branches and holding subsidiaries 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.
Article 14 the insiders of the company shall actively cooperate with the company in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.
Article 15 a listed company shall timely supplement and improve the files of insiders and memoranda on the progress of major events. The files of insiders of the company’s inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Article 16 all departments, branches, holding subsidiaries and joint-stock companies that can exert significant influence on them shall strictly implement the relevant provisions of the company’s internal control systems such as the information disclosure management system and the company’s major event reporting system when they are involved in the reporting and transmission of insider information. The internal information reporting procedures of the company and the Disclosure Responsibilities of relevant personnel are as follows:
(I) the person in charge of each department, branch, holding subsidiary and joint-stock company of the company is the internal information reporting obligor of the company and the first person responsible for performing the internal information reporting obligation of the company.
(II) the internal information reporting obligors have the obligation to report the internal inside information known within their terms of reference to the chairman of the company and the Secretary of the board of directors, actively cooperate with the Secretary of the board of directors in information disclosure, timely and continuously report the occurrence and progress of the inside information, and bear the responsibility for the authenticity, accuracy and integrity of the information provided.
(III) the internal information reporting obligor shall report the relevant information to the chairman of the board of directors and the Secretary of the board of directors in person or by telephone on the same day after learning the internal insider information described in this system, and at the same time, send the documents related to the information to the Secretary of the board of directors in writing, fax or e-mail.
Contracts, letters of intent, memoranda and other documents involving inside information signed by departments or subordinate branches and holding subsidiaries shall be notified to the Secretary of the board of directors and confirmed by the Secretary of the board of directors before signing.
(IV) within the day after receiving the insider information report, the Secretary of the board of directors shall evaluate and review it and perform the corresponding information disclosure procedures in accordance with the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions. Article 17 when the company submits statistical statements to the administrative department in accordance with the law, the time provided shall not be earlier than the formal disclosure time of the company’s information.
Article 18 for other information submitted by the company to the superior competent department or other government departments according to the requirements of industry management, the functional departments or units shall earnestly perform the obligation of information confidentiality.
Article 19 the directors, supervisors, senior managers and relevant insiders of the company shall take necessary measures to control the informed scope of the inside information to the minimum before the public disclosure of the inside information, and shall not spread it in any form among non business related departments or individuals within the company.
Article 20 when discussing matters that may have a significant impact on the price of the company’s shares and their derivatives, the controlling shareholders of the company shall minimize the scope of information. If the matter has been circulated in the market and changes the price of the company’s shares and their derivatives, the controlling shareholder of the company shall immediately inform the company so that the company can clarify in time or report directly to the regulatory authority.
Article 21 before the insider information is published, the insider of the insider information shall be responsible for the confidentiality of the insider information he knows, and shall not disclose, report or transfer the insider information in any form without authorization, conduct insider trading or cooperate with others to manipulate the securities trading price, use the insider information for his own benefit, his relatives or others, or suggest others to use the insider information for trading.
Article 22 If the company really needs to provide unpublished information to the outside world, the company shall clarify the confidentiality obligations of insiders of insider information and the accountability of those who violate the regulations by signing a confidentiality agreement (see Annex 2), a notice of prohibition of Insider Trading (see Annex 3) and other necessary means.
Article 23 before the disclosure of inside information according to law, the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position to require the company, its branches and subsidiaries and their directors, supervisors and senior managers to provide them with inside information.
Article 24 before the release of inside information, archivists shall not lend out documents, soft (magnetic) discs, optical discs, audio (video) tapes, meeting minutes, meeting resolutions and other documents and materials containing inside information.
Article 25 non insider information insiders shall consciously avoid asking for insider information. Non insiders become insiders of inside information after they know the inside information and are bound by this system.
Article 26 when inside information occurs, the insider who knows the information (mainly the person in charge of each functional department and organization) shall timely inform the Secretary of the board of directors of the company and provide relevant documents or records; The Secretary of the board of directors shall also inform the insider of all confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations.
Article 27 the Secretary of the board of directors shall timely organize relevant insiders to fill in the archives of insiders after the occurrence of insider information, and timely verify the insider information, so as to ensure the authenticity and accuracy of the contents filled in the archives of insiders. 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. Article 28 the company shall, within 5 trading days after the first public disclosure of the inside information according to law, submit the files of insiders of the inside information and the progress memorandum of major events through the “company business management system” of Shanghai Stock Exchange. After the first disclosure of 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 29 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know and shall not disclose it to the public.
