Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Insider registration management system
Chapter I General Provisions
Article 1 in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), in order to regulate the management of the inside information of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as the "company"), do a good job in the confidentiality of the inside information, maintain the fair principle of the company's information disclosure, effectively prevent insider trading and other securities violations, and safeguard the legitimate rights and interests of investors The measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies and other laws, regulations and normative documents, as well as the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, The insider registration management system (hereinafter referred to as "the system") is hereby formulated. Article 2 the board of directors shall be responsible for the registration and management of the company's insider information. The board of directors shall check the authenticity, accuracy and integrity of the insider information to ensure the authenticity, accuracy, integrity and timely submission of the insider information. The chairman is the main person in charge of the confidentiality management of the company's inside information. The Secretary of the board of directors is responsible for the registration, filing and submission of the company's inside information insiders. The principals of the company's subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them bear the responsibility of confidentiality within their management scope and are responsible for the report and transmission of the inside information involved. The securities legal affairs department of the company is the daily management department of the company's insider information registration and filing, which is specifically responsible for the registration, disclosure, filing and management of the company's insider information. The board of supervisors of the company shall supervise the implementation of the company's insider registration management system.
Article 3 the company's directors, supervisors, senior managers, subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall do a good job in the confidentiality of insider information, and actively cooperate with the Secretary of the board of directors in the registration and filing of insider information.
Article 4 insiders of inside information shall have the obligation of confidentiality. Before the inside information is publicly disclosed according to law, they shall not disclose or divulge the company's inside information, nor use the inside information to buy or sell or suggest others to buy or sell the company's shares and their derivatives.
Article 5 when submitting the files of insiders, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the information of insiders and the contents of the memorandum on the progress of major matters, and inform all insiders of the relevant provisions of relevant laws and regulations on insiders. The chairman and the Secretary of the board of directors shall sign on the written commitment for confirmation.
Chapter II inside information, insiders of inside information and their scope
Article 6 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. Article 7 in securities trading activities, information that involves the operation and finance of the company or has a significant impact on the market price of the company's securities that has not been made public is insider information.
Major events that may have a great impact on the company and its stock trading price include:
(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） Other matters prescribed by the securities regulatory authority under the State Council.
Major events that may have a great impact on the trading price of listed and traded company bonds include: (I) major changes in the company's ownership structure or production and operation status;
(II) the credit rating of corporate bonds changes;
(III) mortgage, pledge, sale, transfer and scrapping of major assets of the company;
(IV) the company fails to pay off its due debts;
(V) the company's new loans or external guarantees exceed 20% of the net assets at the end of the previous year; (VI) the company waives its creditor's rights or property exceeding 10% of its net assets at the end of the previous year;
(VII) the company has suffered heavy losses exceeding 10% of its net assets at the end of the previous year;
(VIII) 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;
(IX) major litigation and arbitration involving the company;
(x) the company is suspected of committing a crime, and the company's controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of committing a crime and taken compulsory measures according to law;
（11） Other matters prescribed by the securities regulatory authority under the State Council.
Article 8 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; 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 controlling shareholder, the largest shareholder, the actual controller of the company 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 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; 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 who can obtain inside information as stipulated by the CSRC.
Chapter III Registration Management of insiders
Article 9 the company shall truthfully and completely record the list of insiders of insider information in the stages of consultation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure of insider information before disclosure, as well as the time, place, basis, method and content of insider information, so as to ensure the completeness and accuracy of the registration file of insiders of insider information, For the self inspection of the company and the inquiry of relevant regulatory authorities. Insiders of inside information shall confirm.
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 report to Shenzhen stock exchange for filing within five trading days after the first public 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.
Article 11 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.
The company shall ensure the completeness, authenticity and accuracy of the registration files of insiders.
Article 12 If the company has major events in planning or progress, it shall do a good job in insider information management, disclose suggestive announcements in stages according to the situation, and make a memorandum on the progress of major events, recording the time of each key node in the planning and decision-making process, the list of personnel involved in planning and decision-making, the methods of planning and decision-making, etc, And urge the relevant personnel involved in the planning and decision-making of major matters 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. 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 Shenzhen Stock Exchange within five trading days after the disclosure of insider information according to law.
Article 13 when disclosing the following major matters, the company shall submit relevant insider information and insider files to Shenzhen Stock Exchange:
(I) tender offer;
(II) major asset reorganization;
(III) issuance of securities;
(IV) merger, division, spin off and listing;
(V) share repurchase;
(VI) annual report and semi annual report;
(VII) high proportion of shares transferred;
(VIII) equity incentive draft and employee stock ownership plan;
(IX) changes in equity resulting in changes in the actual controller or the largest shareholder;
(x) other matters required by the CSRC or Shenzhen stock exchange that may have a significant impact on the trading price of the company's shares and their derivatives.
Before the company discloses major events, if the trading of the company's shares and their derivatives has undergone abnormal fluctuations, it shall report to the Shenzhen stock exchange for relevant insider information files.
After the company discloses major matters, if there are major changes in relevant matters, it shall timely supplement and submit the insider files to Shenzhen Stock Exchange.
The company shall reasonably determine the scope of insiders of inside information that should be submitted this time in combination with specific circumstances, so as to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 14 when planning a major asset reorganization (including issuing shares to purchase assets), the company shall submit the insider files to the Shenzhen 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.
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 15 before the public disclosure of the matters listed in Article 13 of the system or during the planning process, if the company needs to file with the relevant state departments, submit for approval or submit information in other forms according to law, it shall do a good job in the registration of insiders and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
Article 16 the company shall strengthen the management of inside information and strictly control the scope of insiders of inside information. Insiders of inside information shall actively cooperate with the company in the registration of insiders of inside information, and timely provide the company with true, accurate and complete insider information in accordance with relevant requirements.
Article 17 the company's directors, supervisors, senior managers, subordinate departments, branches, holding subsidiaries and the main principals and other insiders of the joint-stock companies that can have a significant impact on them 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 18 shareholders, controlling shareholders, actual controllers, purchasers, parties involved in major asset transactions, intermediary service agencies and other insiders who hold more than 5% of the shares of the company shall actively cooperate with the company to do a good job in the archives 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 19 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).
Chapter IV confidentiality management and accountability of insider information
Article 20 insiders of the company's inside information shall be responsible for the confidentiality of the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose, report or transmit the inside information in any form, or in the public
