Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Insider registration system
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further standardize the inside information management of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, maintain the principles of openness, fairness and impartiality of information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) This system is hereby formulated in combination with the actual situation of the company, such laws and regulations as the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies No. 2 – management of information disclosure affairs, the regulatory guidelines for listed companies No. 5 – registration and management system for insiders of listed companies, and the relevant provisions of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association). Article 2 the management organization of the company’s inside information is the board of directors of the company, and the chairman is the first person responsible for the management of the company’s inside information. The board of directors of the company shall timely register and submit the files of insider information in accordance with the requirements of relevant rules, and ensure that the files of insider information are true, accurate and complete. The Secretary of the board of directors is responsible for organizing the registration, filing and submission of insider information of the company. 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.
The board of supervisors shall supervise the implementation of the insider registration management system.
Article 3 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the company’s insider information and information disclosure to the outside world. If relevant information needs to be transmitted and disclosed due to production and operation, publicity and reporting, it shall be reported to the board of directors or the Secretary of the board of directors for examination and approval in advance before it can be reported and transmitted to the outside world.
Article 4 this system is applicable to the company and its wholly-owned subsidiaries, holding subsidiaries (collectively referred to as “subsidiaries”), branches and joint-stock companies that the company can have a significant impact on.
Article 5 the insider information referred to in this system refers to the information involving the operation and finance of listed companies or having a significant impact on the prices of stocks and their derivatives in the securities market of listed companies that has not been publicly disclosed on the website of Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC (hereinafter referred to as qualified media).
Article 6 the insider referred to in this system refers to the relevant personnel specified in the securities law.
Chapter II Registration and management of insiders
Article 7 the company shall truthfully and completely record all insider lists of insider information in all links such as report, transmission, preparation, review and disclosure of insider information before disclosure, as well as relevant files such as the content and time of insider information for the company’s self inspection and the regulatory authority’s inquiry. Article 8 the files of insiders of inside information shall include:
（1） Name, ID number or unified social credit code;
（2） Company, Department, position or post (if any) and relationship with the company;
（3） Know the time, method and place of inside information;
（4） The content and stage of inside information;
（5） Registration time, registrant and other information.
The time of knowing the inside information specified in the preceding paragraph refers to the first time that the insider knows or should know the inside information. The ways of knowing inside information specified in the preceding paragraph include but are not limited to talks, telephone, fax, written reports, e-mail, etc. The stage of inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 9 in case of any of the following events, the company shall submit the file information of insiders in accordance with the provisions of this system:
（1） Major asset reorganization;
（2） High proportion of shares transferred;
（3） Changes in equity resulting in changes in the actual controller or the largest shareholder;
（4） Tender offer;
（5） Issuing securities;
（6） Merger, division, spin off and listing;
（7） Repurchase of shares;
（8） The requirements of the Shanghai Stock Exchange and other derivative matters that may have a significant impact on the price of the Chinese stock exchange and Its Regulatory Commission.
Article 10 the company shall truthfully, accurately and completely fill in the insider file of insider information according to the scope of insider information specified in the securities law and the actual diffusion of insider information, and submit it to the Shanghai Stock Exchange.
In case of any of the matters listed in Article 8 of this system, 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 acquirer or major asset trading party of the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers (if any);
（4） Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any);
（5） Relevant professional institutions and their legal representatives and managers (if any) who provide services for this matter and participate in the consultation, formulation and demonstration of this scheme;
（6） The administrative department that has received the information submitted by the company and its handling personnel (if any); （7） Spouses, children and parents of natural persons specified in items (I) to (VI) above;
（8） Other persons who know the inside information directly or indirectly and their spouses, children and parents.
Article 11 in case of major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing and share repurchase, in addition to filling in the files of insiders of the company, the company shall also make a memorandum on the progress of major events. The progress memorandum of major events shall truthfully, accurately and completely 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 the approval procedures, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm on the memorandum.
Article 12 the company shall, within five 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 business management system of the company of Shanghai Stock Exchange. 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 13 when submitting the files of insiders and the progress memorandum of major events, the company shall issue a written commitment to ensure that the information and contents of insiders filled in are true, accurate and complete, and inform all insiders of the relevant provisions of relevant laws and regulations on insiders.
Article 14 when planning a major asset reorganization (including issuing shares to purchase assets), the company shall submit the insider files to the Shanghai Stock Exchange when disclosing the reorganization 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.
Article 15 Where the company makes major adjustments to the restructuring plan or terminates the restructuring during the period from the first disclosure of the restructuring matters to the disclosure of the restructuring report, or the first disclosure of the restructuring matters does not disclose 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 restructuring plan or the important elements are disclosed.
Article 16 the Secretary of the board of directors shall organize the securities affairs management center of the company to register and keep it as required while relevant personnel know the inside information. 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).
Article 17 insiders of inside information shall actively cooperate with the company in the reporting of insiders of inside information, truthfully, accurately and completely fill in relevant information, and timely submit files of insiders of inside information to the company. The main principals of the subordinate departments, branches, 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 report the insider information and the change of relevant insider information to the securities affairs management center of the company.
Article 18 shareholders, acquirers, counterparties, intermediary service agencies and other insiders of the company shall actively cooperate with the company in the filing of insiders, and timely inform the company of the insiders of major events that have occurred or are to occur and the changes of relevant insiders. The delivery time of Complete Insider files shall not be later than the time of public disclosure of insider information.
Article 19 the company shall strengthen the management of the submission and use of inside information. The company shall refuse to submit the annual statistical statements and other submission requirements of external units without laws and regulations. If the company should submit according to the requirements of laws and regulations, it is necessary to register the relevant personnel of the external unit as insider for future reference. The company shall take the relevant information submitted as inside information and remind the relevant personnel of the external unit to perform the obligation of confidentiality in writing.
Chapter III confidentiality management and accountability of insiders
Article 20 the controlling shareholders, actual controllers and their related personnel of the company shall keep confidential the undisclosed material information of the listed company they know, shall not disclose it in advance, and shall not use the information to engage in insider trading, market manipulation and other acts for profit. In case of any leakage, the company shall be notified immediately and the company shall be urged to make an announcement immediately.
Article 21 when the controlling shareholders and actual controllers require the company to provide undisclosed information such as foreign investment, financial budget data and financial final accounts data in order to perform their statutory duties, they shall register the insiders of the inside information and undertake the obligation of confidentiality.
Article 22 in addition to the provisions of the preceding paragraph, the controlling shareholders and actual controllers shall not call or consult the undisclosed financial, business and other information of the company.
Article 23 insiders of the company’s inside information shall bear the following responsibilities:
(I) be responsible for the confidentiality of inside information and shall not disclose it in any form before the disclosure of inside information;
(II) necessary measures shall be taken to minimize the insiders of the information before the disclosure of the inside information;
(III) shall not disclose the contents of inside information to others, or use the inside information for the benefit of himself, his relatives or others.
Article 24 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 25 If the insider commits the following acts in violation of the provisions of this system, the company will give the responsible person a warning, a notice of criticism, a fine, demotion, dismissal, dismissal and other corresponding penalties according to the seriousness of the circumstances; If it causes serious consequences in society and causes heavy losses to the company, the company may require it to bear civil liability for compensation; Those who violate the relevant laws and regulations of the state will be handed over to the judicial organ for handling according to law. Relevant behaviors include but are not limited to:
（1） The insider fails to report, conceals, omits to report, delays in reporting, or wrongly reports the insider registration form, insider file, memorandum on the progress of major matters and other relevant information;
（2） Divulging the inside information before it is made public;
（3） Refusing to cooperate with the company in submitting insider information;
（4） Using inside information to buy and sell the company’s shares and derivatives, or advising others to buy and sell the company’s shares and derivatives.
Chapter IV supplementary provisions
Article 26 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of conflict between this system and future national laws, regulations, normative documents and the articles of association, it shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Article 27 the system shall be formulated, modified and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company. The original Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) insider information insider registration system shall be abolished simultaneously.
