Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
Management measures for internal reporting of major information
Chapter I General principles
Article 1 in order to strengthen the internal information reporting management of Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) (hereinafter referred to as “the company”), standardize the information reporting behavior of major information reporting obligors and unblock the sources of information disclosed by the company to the public, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The measures for the administration of information disclosure of listed companies, the rules for the listing of stocks on the Shanghai Stock Exchange (hereinafter referred to as the rules for the listing of stocks) and other laws and regulations, as well as the relevant provisions on the supervision of listed companies, are formulated in combination with the actual situation of the company.
Article 2 the term “material information” as mentioned in these Measures refers to any situation or event information that has not been disclosed and may have a great impact on the trading price of the company’s shares and their derivatives or the investment decision of investors.
Article 3 the term “significant information reporting obligor” as mentioned in these Measures refers to the company’s directors, supervisors and senior managers, the company’s functional departments, branches, subsidiaries and joint-stock companies, the company’s controlling shareholders, actual controllers, shareholders holding more than 5% of the shares and persons acting in concert.
Article 4 the major information reporting obligor shall timely report the relevant information to the information disclosure management department of the company for the major information that has occurred or will occur, and shall be responsible for the authenticity, accuracy and integrity of the information submitted, and shall not have any false records, misleading statements or major omissions.
Article 5 all relevant major information reporting obligors shall have the obligation of strict confidentiality before the major information is publicly disclosed. They shall keep the insiders of the information to a minimum and shall not disclose it, nor shall they engage in insider trading or cooperate with others to manipulate the trading price of the company’s shares and their derivatives.
Chapter II report contents and requirements
Article 6 the major information that the directors, supervisors and senior managers of the company should inform includes:
（1） I, my spouse, parents and children shall regulate the trading of shares and derivatives of the company in accordance with the relevant regulations on the supervision of listed companies. Before the occurrence of trading behavior, the trading plan shall be submitted in advance so that countermeasures can be taken in time to avoid violations. When the basic personal information of directors, supervisors and senior managers changes during the term of office and within half a year after resignation, including but not limited to the newly opened A-share securities account in Shanghai Stock Exchange, they shall report in time.
（2） In addition to the company and its holding subsidiaries, the directors, supervisors and senior managers of the company shall be regarded as affiliated enterprises and report relevant information to the enterprises directly or indirectly controlled by them. （3） Circumstances that affect my qualification and ability to perform duties due to violations of laws and disciplines, major debts, injuries and accidents.
（4） The directors, supervisors and senior managers of the company shall timely report to the board of directors when there are significant changes in the statements and commitments (except for the holding of shares of the company).
Article 7 the controlling shareholders, actual controllers and major information to be notified include but are not limited to:
（1） The shareholders and their persons acting in concert hold shares of the company or control or influence the company, or the actual controllers of the company and other enterprises under their control engage in the same or similar business as the company.
（2） The court ruled that it was prohibited to transfer its shares, and more than 5% of the shares held by the company were pledged, frozen, judicially marked, judicially auctioned, entrusted, set up trust or restricted voting rights according to law, or there was a risk of compulsory transfer of ownership.
（3） The proposed major asset or business restructuring and debt restructuring of the company; （4） The formation and change of related persons or related relationships;
（5） Entering bankruptcy or dissolution proceedings due to the deterioration of business conditions;
（6） Rumors related to the controlling shareholder and actual controller may have a great impact on the trading price of the company’s shares and their derivatives;
（7） Be subject to criminal punishment, be suspected of violating laws and regulations, be filed for investigation by the CSRC, or be subject to administrative punishment by the CSRC, or be subject to major administrative punishment by other competent authorities;
（8） Being suspected of serious violation of discipline and law or job-related crime, and being detained by the discipline inspection and supervision organ and affecting his performance of duties;
（9） Coercive measures are taken for suspected crimes;
（10） Other situations that may have a great impact on the trading price of the company’s shares and their derivatives.
Article 8 major information to be reported by functional departments, subsidiaries and branches of the company includes but is not limited to:
（1） Matters to be submitted to the board of directors, the board of supervisors, the general meeting of shareholders or the general meeting of shareholders for deliberation;
（2） Transactions that meet the following standards occur or are to occur:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 10% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
3. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
5. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
6. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation. Transactions are calculated cumulatively by category within 12 consecutive months.
Transactions in this paragraph refer to the following types of events that occur outside the company’s daily business activities: purchase or sale of assets; Foreign investment (including entrusted financial management, investment in subsidiaries, etc.); Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.); Provide guarantee (including guarantee for holding subsidiaries); Leased in or leased out assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; Reorganization of creditor’s rights and debts; Sign the license agreement; Transfer or transfer of R & D projects; Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.) and other transactions recognized by Shanghai Stock Exchange. Assets involved in the above transactions are still included.
（3） Related matters
1. Relevant information about the company’s affiliated persons identified in accordance with the stock listing rules and other regulatory provisions of listed companies.
2. Any new related party transactions with related parties other than those deliberated by the board of directors and the general meeting of shareholders of the company.
（4） Litigation and arbitration matters
1. Litigation and arbitration matters involving an amount of more than 10 million yuan and accounting for more than 10% of the absolute value of the company’s latest audited net assets;
2. The provisions of this article shall apply if the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the above standards; If the disclosure obligation has been fulfilled in accordance with the provisions, it will not be included in the cumulative calculation scope;
3. Representative litigation for securities disputes;
4. For the litigation and arbitration matters that fail to meet the above standards or have no specific amount involved, the relevant personnel with significant information reporting obligations shall report in time if they believe that they may have a great impact on the trading price of the company’s shares and their derivatives based on the particularity of the case, and if the litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company is involved.
（5） Major changes
1. Change the company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number;
2. Major changes in business policies and business scope;
3. Changes in directors, supervisors and senior managers;
4. Major changes in production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material procurement, sales methods, major suppliers or customers, etc.);
5. Obtain extra income such as government subsidies, reverse the provision for impairment of large assets or other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
6. According to the relevant provisions of China Securities Regulatory Commission on industry classification, the company’s industry classification has changed;
7. The board of directors forms relevant resolutions on the company’s domestic and foreign financing plans such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds;
8. The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
9. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
10. The directors, more than one-third of the supervisors, the general manager or the person in charge of finance of the company have changed;
11. Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
12. Major independent changes in accounting policies or accounting estimates;
13. Appointing or dismissing an accounting firm to audit the company;
14. Other circumstances recognized by Shanghai Stock Exchange or the company;
15. The above matters are not listed, but the significant information reporting obligor determines that it may have a great impact on the trading price of the company’s shares or their derivatives. （6） Environmental information matters
1. The newly announced environmental laws, regulations, rules and industrial policies may have a great impact on the company;
2. Being investigated by the environmental protection department or subject to major administrative punishment due to environmental violations; 3. Investment in new construction, reconstruction and expansion projects with significant environmental impact;
4. Due to environmental protection reasons, it is decided by the relevant people’s government or relevant departments to treat or stop production, relocate or close down within a time limit;
5. Because environmental problems involve major litigation or major assets are sealed up, seized, frozen or mortgaged.
（7） Safety production matters
1. Major production safety accidents;
2. Being investigated by relevant departments or subject to major administrative penalties due to violations of laws and regulations in production safety.
（8） Major risk matters
1. Major losses or losses;
2. The occurrence of major debts and the failure to pay off the due major debts;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. The company decides to dissolve or is ordered to close down by the competent authority according to law;
5. Major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings;
6. The main business assets of the company are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets;
7. The company’s main bank accounts are frozen;
8. All or major businesses come to a standstill;
9. Provision for impairment of large assets;
10. The company’s suspected crime is filed for investigation according to law, and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are suspected of crime and taken compulsory measures according to law; 11. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities; 12. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
13. The chairman or general manager of the company is unable to perform his duties. Directors, supervisors and senior managers other than the chairman and general manager are unable to perform their duties normally for more than 3 months or are expected to do so due to physical and work arrangements, or are subject to coercive measures taken by the competent authorities due to suspected violations of laws and regulations and affect their performance of their duties;
14. Other major risks identified by the regulatory authorities, Shanghai Stock Exchange or the company.
（9） Other major matters
1. Change the investment projects of the raised funds, replace the raised funds, temporarily or permanently replenish the flow of the raised funds, and use the raised funds for cash management;
2. Performance forecast, performance express and its amendment;
3. Profit distribution and conversion of capital reserve into share capital;
4. Abnormal fluctuation and clarification of stock trading;
5. The company’s securities issuance, repurchase, equity incentive plan and other related matters;
6. Major commitments of the company and its shareholders;
7. Obtaining qualification certificates and other relevant matters that may have a great impact on the trading price of the company’s shares and their derivatives;
8. Absorption and merger;
9. Changes in equity and acquisitions;
10. Bankruptcy;
11. Media reports, Internet rumors and other public opinion information involving the company’s controlling shareholders, the company, subsidiaries and joint-stock companies, which may have a great impact on the company’s shares or derivatives;
12. Other circumstances recognized by Shanghai Stock Exchange or the company.
Article 9 all joint-stock companies of the company shall, with reference to Article 8 of these measures, submit major matters that may affect the company’s shares and derivatives, such as major litigation and arbitration, environmental protection and safety, risk losses, etc.
If the shareholders holding more than 5% of the company’s shares have a great impact on the occurrence and progress of the matters listed in Article 8 of these measures, they shall timely inform the company in writing of the relevant information they know, and cooperate with the company to fulfill the obligation of information disclosure.
Article 10 the major information reporting obligor shall submit the report form of major information matters checked and signed by the responsible person (see the annex for the format) to the information disclosure management department of the company within the day when the major information occurs or is to occur; In case of urgent matters related to major information, the information disclosure management department shall be notified by telephone, e-mail or other quickest means at the first time, and the progress of the reported events shall be followed up continuously.
