Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
Insider registration system
Chapter I General principles
Article 1 in order to further strengthen the management of the inside information of Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) (hereinafter referred to as “the company”), standardize the information disclosure of the company, and prevent insider disclosure and insider trading, 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 This system is formulated in accordance with relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies, the guidelines for the self discipline supervision of listed companies No. 2 – the management of information disclosure affairs of Shanghai Stock Exchange, as well as the articles of association and other relevant systems of the company.
Article 2 the board of directors shall be responsible for the registration and filing of insiders of the company, and the Secretary of the board of directors shall organize the implementation.
Article 3 when the Secretary of the board of directors is unable to perform his duties, the securities affairs representative of the company shall exercise his corresponding functions and powers on his behalf.
Article 4 the information disclosure management department of the company is the information disclosure organization of the company. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world.
Article 5 the directors, supervisors and senior managers of the company and the main principals of all departments, branches and subsidiaries of the company 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.
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 trading price of the company’s securities, they shall fill in the insider file of the company’s insider information.
Chapter II Scope of inside information
Article 6 the insider information referred to in this system refers to the information that is known to insiders, involves the operation and finance of the company or has a significant impact on the price of the company’s securities and their derivatives in trading activities, and has not been officially disclosed on the information disclosure media or websites designated by the CSRC and Shanghai Stock Exchange.
Article 7 the scope of inside information referred to in this system includes but is not limited to:
（1） Major changes in the company’s business policy and business scope;
（2） For the company’s major investment, the company purchases and 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） Major losses or losses of the company;
（6） Major changes in the external conditions of the company’s production and operation;
（7） The chairman, more than one-third of the directors, supervisors or general manager of the company are changed, and the chairman or general manager is unable to perform his duties;
（8） The situation of shareholders or actual controllers holding more than 5% of the shares of the company or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly; （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） Major changes in the company’s production or business structure;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（16） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（17） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（18） 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;
（19） 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;
（20） Other matters prescribed by the CSRC and the Shanghai Stock Exchange.
Chapter III Scope of insider information
Article 8 the insider referred to in this system refers to the units and individuals that can directly or indirectly obtain the insider information before the disclosure of the company’s insider information, including but not limited to: (1) directors, supervisors and senior managers of the company;
（2） The main principals of all departments, branches (subordinate mines and factories) and holding subsidiaries of the company and the personnel who can obtain relevant inside information of the company;
（3） Directors, supervisors and senior managers assigned by the company to joint-stock companies;
（4） Shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, the actual controller of the company and its directors, supervisors and senior managers;
（5） The company of the controlling shareholder or actual controller and its directors, supervisors and senior managers;
（6） Persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
（7） Acquirers or major asset traders of the company and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
（8） 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;
（9） Staff of the securities regulatory authority who obtain the company’s inside information due to the performance of their duties;
（10） Staff members 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 the company and its acquisitions and major asset transactions;
（11） Other personnel who can obtain inside information as stipulated by the CSRC. Chapter IV Registration, filing and reporting procedures
Article 9 the company shall establish a file of insiders of inside information, and truthfully and completely record the list of insiders of all inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, administrative examination and approval and the links of report, transmission, preparation, review, resolution and disclosure before the disclosure of inside information for the company’s self-examination and the inquiry of relevant regulatory authorities.
Article 10 in case of any of the following events, the company shall submit the file information of insider information to Shanghai Stock Exchange 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） Separation and listing;
（7） Repurchase of shares;
（8） Other matters required by the CSRC and Shanghai stock exchange that may have a significant impact on the market price of the company’s shares and their derivatives.
Article 11 the company shall, in accordance with the scope of insiders specified in Article 8 and according to the actual diffusion of inside information, truthfully, accurately and completely fill in the files of insiders of inside information and submit them to Shanghai Stock Exchange. There shall be no false records, major omissions and major errors. In case of any of the matters listed in Article 10 of the company, the insiders of the insider information submitted shall at least include the following personnel:
（1） Directors, supervisors and senior managers of the company;
（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 (1) to (6) above;
（8） Other persons who know the inside information directly or indirectly and their spouses, children and parents.
Article 12 the files of insiders of inside information shall include:
（1） Name, ID number or unified social credit code;
（2） Unit, Department, position or post (if any), contact number 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 13 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.
Article 14 when submitting the files of insiders and memoranda 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. The board of directors of the company shall ensure that the files of insiders of inside information are true, accurate and complete. The chairman of the board of directors is the main responsible person, and the Secretary of the board of directors is responsible for the submission of insider information of the company. The chairman and the Secretary of the board of directors shall sign confirmation opinions on the written commitment specified in the preceding paragraph, and the board of supervisors shall supervise the registration of insiders of the company. The archival materials of insiders 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 15 the directors, supervisors, senior managers, functional departments, holding subsidiaries and their main principals of the company 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 16 the company shall, within five trading days after the 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 to the 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 17 insiders of inside information shall inform the Secretary of the board of directors at the first time when they learn the inside information, fill in the report form of insiders, and submit it to the information disclosure management department for filing within 2 working days. The information disclosure management department has the right to require insiders to provide or supplement other relevant information.
Article 18 relevant insiders of inside information shall ensure the authenticity, accuracy and completeness of the contents filled in the report form of insiders of inside information.
Article 19 the information disclosure affairs management department shall inform the insiders of various confidential matters and responsibilities when filing the insider information, and control the transmission and scope of insider information in accordance with various laws and regulations.
Chapter V confidentiality system
Article 20 all branches (subordinate mines and factories) and subsidiaries of the company shall implement the insider information confidentiality system with reference to the actual situation.
Article 21 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to control the insiders of the information to a minimum before the public disclosure of the inside information.
Article 22 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, and shall not require the company to provide them with inside information.
Article 23 If the company provides inside information to shareholders, actual controllers and other insiders, it shall confirm that it has signed a confidentiality agreement with them or that it has confidentiality obligations to the company before providing it.
Article 24 for work reasons, departments or relevant personnel often engaged in insider information shall have independent office space and special office equipment on the premise that it is conducive to the confidentiality and convenience of insider information.
Article 25 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 it in any form, use the inside information to buy and sell the company’s shares and derivatives, or suggest others to buy and sell the company’s shares and derivatives.
Article 26 the provision of unpublished information by the company to the outside world requires the consent of the chairman of the company; When the board of directors deems it necessary, it shall be deliberated and adopted by the board of directors and form a resolution. At the same time, insiders shall register the registration form of insiders and report to the board of directors within 2 working days
