Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
Sensitive information management system
Article 1 in order to further standardize the information disclosure of Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) (hereinafter referred to as the “company”), improve the level of corporate governance and strengthen the relevant management of sensitive information of the company, in accordance with the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock exchange”), the special action on corporate governance of listed companies of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the articles of association This system is formulated in accordance with the management system of information disclosure affairs, the management measures for internal reporting of major information and the management system of investor relations.
Article 2 the sensitive information mentioned in this system refers to all information that may have a great impact on the trading price of the company’s shares and derivatives, as well as other information recognized as sensitive by the CSRC and the Shanghai Stock Exchange.
Article 3 this system is a management system to standardize the company’s investigation, collection, confidentiality and disclosure of sensitive information.
Article 4 the persons responsible for information disclosure applicable to this system are:
1. Directors, supervisors, general manager, financial director and other senior managers of the company; 2. The principal of each department of the company;
3. Main principals of the company’s branches (subordinate coal mines);
4. The principal of each holding subsidiary;
5. Directors, supervisors and senior managers assigned by the company to joint-stock companies;
6. The controlling shareholders, actual controllers and persons acting in concert of the company, and shareholders holding more than 5% of the shares of the company;
7. Affiliated persons of the company (including affiliated legal persons, affiliated natural persons and potential affiliated persons);
8. The principals of all departments of the company’s headquarters, branches (subordinate coal mines) and subsidiaries, and the personnel dispatched by joint-stock companies shall designate special personnel as the designated contact person to assist them in their work, and be responsible for reporting information to the Secretary of the board of directors;
9. Other personnel and institutions responsible for information disclosure.
Article 5 the information disclosure management department of the company is the collection, confidentiality and external disclosure Department of sensitive information. The information disclosure management department is responsible for organizing relevant personnel and institutions to clean up and investigate the websites, publications, television and other media of the company, controlling shareholders and affiliated enterprises, so as to prevent the disclosure of sensitive information, reduce insider trading and stock price manipulation, and effectively protect the interests of small and medium-sized investors.
Article 6 the person in charge of information disclosure shall collect the following sensitive matters (including but not limited to), timely summarize the information to the company’s information disclosure management department, and report to the chairman and the Secretary of the board of directors:
1. Major transactions (including the following types of events other than the company’s daily business activities):
(1) Purchase or sale of assets;
(2) Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(3) Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
(4) Provide guarantee (including guarantee for holding subsidiaries);
(5) Leased in or leased out assets;
(6) Entrusted or entrusted management of assets and businesses;
(7) Donated or donated assets;
(8) Reorganization of creditor’s rights and debts;
(9) Sign the license agreement;
(10) Transfer or transfer of research and development projects;
(11) Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
(12) Other transactions recognized by Shanghai Stock Exchange.
2. Daily transactions (refer to the following types of transactions related to daily operation of the company):
(1) Purchase of raw materials, fuel and power;
(2) Receiving labor services;
(3) Selling products, commodities, etc;
(4) Providing labor services;
(5) Project contracting, etc;
(6) Other transactions related to daily operation.
If the transaction mentioned in the preceding paragraph is involved in the asset replacement, the provisions of Article 6 “1. Major transactions” shall apply “.
3. Transfer of resources between shareholders, subsidiaries and other related parties (refer to the transfer of resources between subsidiaries and related parties):
(1) Including Article 6 of the system: “1. Major transactions”;
(2) Purchase of raw materials, fuel and power;
(3) Selling products and commodities;
(4) Providing or receiving labor services;
(5) Entrusted or entrusted sales;
(6) Deposit and loan business;
(7) Joint investment with related parties;
(8) Other matters that may lead to the transfer of resources or obligations through agreement.
4. Major risks:
(1) Suffer major losses or incur major losses;
(2) Not paying off major debts due or not being paid off when they are due, or undertaking or repaying debts on behalf of controlling shareholders and other related parties;
(3) May be liable for major breach of contract or large amount of compensation according to law;
(4) Major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(5) The main business assets of the company are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets;
(6) The company’s main bank accounts are frozen;
(7) The company is investigated by the competent authority for suspected violation of laws and regulations, or is subject to major administrative and criminal penalties; The directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities;
(8) 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; (9) 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;
(10) Major litigation and arbitration involving the company;
(11) 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;
(12) Provision for impairment of large assets;
(13) Other major risks.
5. Major events in production and operation activities:
(1) Major changes in production and operation or production environment (including major changes in product prices, raw material purchase prices and methods, policies or laws, regulations and rules);
(2) Sign important contracts related to production and operation, which may have a significant impact on the operation of the company;
(3) Making breakthrough achievements in a certain technical field, or making great changes in production and operation after scientific research projects are put into production;
(4) Major changes in the company’s net profit or the profit of main operating products, or other matters that may have a significant impact on the company’s production and operation;
(5) Major or all businesses come to a standstill;
(6) Obtain extra income such as large 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;
(7) The product sales price fluctuates greatly;
(8) Other matters that may have a significant impact on the production and operation of the company.
Article 7 if the controlling shareholder of the company intends to transfer the shares of the company, resulting in the change of the controlling shareholder of the company, the controlling shareholder of the company shall timely report the information to the board of directors or the information disclosure management department of the company after reaching an agreement with the transferee on the transfer, and continuously report the process of share transfer; If the competent authority prohibits the controlling shareholders of the company from transferring their shares of the company, the controlling shareholders of the company shall timely report relevant information to the board of directors or the information disclosure management department of the company.
If the shareholders and actual controllers of the company intend to restructure the company’s major assets or business, they shall timely report the relevant information to the board of directors or the information disclosure management department of the company.
Article 8 when a shareholder holding more than 5% of the company’s shares is pledged, frozen, judicial auction, trusteeship or trust, or the voting right is restricted according to law, or there is a risk of compulsory transfer, the shareholder shall timely report the relevant information to the board of directors or the information disclosure management Department of the company.
Article 9 in the process of investigation, if the person in charge of information disclosure reaches the following amount, he shall report to the information disclosure management department in time, and the Secretary of the board of directors shall report to the board of directors:
1. Major transactions
(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 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;
(3) 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;
(4) 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;
(5) 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;
(6) 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.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
2. Related party transactions:
(1) Transactions with related natural persons with a transaction amount (including debts and expenses) of more than 300000 yuan;
(2) The transaction amount (including debts and expenses undertaken) with affiliated legal persons (or other organizations) is more than 3 million yuan, accounting for 0.5% of the absolute value of the latest audited net assets of the listed company More than 5% of transactions.
Article 10 the person in charge of information disclosure shall report the above situations and other sensitive matters that may cause stock changes. When reporting the above information, including but not limited to agreements or contracts related to the information, government approvals, laws and regulations, court decisions and briefings. Article 11 if the person in charge of information disclosure encounters information that needs to be reported externally or published on the company’s website and internal publications, he shall, in accordance with the requirements of the company’s information disclosure management system, measures for the management of internal reports of major information and this system, make a copy to the company’s information disclosure management department at the same time to determine whether it needs to be disclosed in time. When publishing information on the company’s website, it shall be approved by the information disclosure management department and signed and issued by the Secretary of the board of directors; The Secretary of the board of directors has the right to stop any information unsuitable for publication on the company’s website or other internal publications.
Article 12 after confirming the information referred to in this system, the person responsible for information disclosure shall timely report to the chairman and the Secretary of the board of directors, and submit or mail relevant written materials at the same time.
Article 13 the person in charge of information disclosure shall be obliged to keep confidential the information on the sensitive matters listed in Articles 6, 7 and 8. Before such information is disclosed according to law, he shall not disclose or disclose such information, and shall not use such information for insider trading. In case of any violation of confidentiality obligations, the board of directors of the company has the right to give the parties internal criticism, economic punishment, dismissal, dismissal and other sanctions according to the seriousness of the circumstances, until their legal responsibilities are investigated according to law.
The Secretary of the company shall analyze and determine whether the documents submitted to the CSRC need to be handled in a timely manner in accordance with the provisions of Article 14 of the articles of association and the relevant procedures of the CSRC. At the same time, special personnel shall be assigned to sort out and properly keep the information reported.
Article 15 matters not covered in this system shall be implemented in accordance with the articles of association, information disclosure management system, measures for the management of internal reports of major information, investor relations management system and relevant information disclosure systems issued by Shanghai Stock Exchange. Article 16 the system shall be formulated and revised by the board of directors, who shall be responsible for the interpretation. Article 17 this system shall be formally implemented from the date of deliberation and approval by the board of directors of the company.
