Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Insider registration management system
Chapter I General Provisions
Article 1 in order to improve the management of the inside information of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as "the company"), strengthen the confidentiality of the inside information, effectively prevent securities violations such as insider trading, maintain the principles of fairness, impartiality and openness of the company's information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law, the securities law and the measures for the administration of information disclosure of listed companies This system is formulated in combination with the actual situation of the company in accordance with the relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies.
Article 2 the insider referred to in this system refers to the relevant personnel specified in Article 51 of the securities law.
The term "inside information" as mentioned in these Guidelines refers to the unpublished information that has a significant impact on the operation and finance of listed companies or the securities market price of Listed Companies in accordance with Article 52 of the securities law.
The major events listed in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the securities law belong to insider information. Article 3 the board of directors of the company is the management organization of inside information. It shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the company is the main responsible person. The Secretary of the board of directors of the company is the person in charge of insider information management and is responsible for the registration and filing of insiders of the company's insider information. The office of the board of directors is the daily work department for the supervision, management, registration, disclosure and filing of the company's insider information, and is responsible for registering and keeping the registration data of insider information.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 4 without the authorization or approval of the board of directors, any department or individual of the company shall not disclose, report or transmit the inside information and information disclosure of the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, CDs and other materials related to insider information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world with the approval of the Secretary of the board of directors (and submitted to the board of directors for review according to the importance).
Article 5 directors, supervisors, senior managers and other insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate the trading price of the company's securities.
Article 6 insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information.
Article 7 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the listed company, as well as other matters that have a significant impact on the securities trading price of the listed company, they shall fill in the insider file of their own unit.
Where a securities company or securities service institution is entrusted to carry out relevant business, and the entrusted matter has a significant impact on the securities trading price of the listed company, it shall fill in the insider file of the institution.
Acquirers, counterparties of major asset restructuring and other sponsors involved in listed companies and having a significant impact on the company's securities trading price shall fill in the insider file.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to the relevant listed companies in stages according to the process of the matter. The delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information. The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Chapter II inside information and insiders
Article 8 The term "inside information" as mentioned in this system refers to the unpublished information involving the operation and finance of the company or having a significant impact on the trading price of the company's stocks, securities and their derivatives in trading activities. Unpublished means that the company has not officially disclosed on the information disclosure media or websites of listed companies designated by the CSRC and selected by the company.
Article 9 the scope of inside information mentioned in this system includes but is not limited to:
(I) major changes in the company's business policy and business scope;
(II) the company's major investment behavior and major decision to purchase property;
(III) the conclusion of important contracts by the company may have a significant impact on the company's assets, liabilities, equity and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) major losses or losses of the company;
(VI) major changes in the external conditions of the company's production and operation;
(VII) change of directors, more than one-third of supervisors or general manager of the company; The chairman or general manager is unable to perform his duties;
(VIII) shareholders or actual controllers who hold more than 5% of the company's shares have changed greatly in their holding of shares or control of the company;
(IX) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company;
(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 is suspected of committing a crime and is investigated by the judicial authority, or is subject to criminal punishment or major administrative punishment. The directors, supervisors and senior managers of the company are suspected of violating laws and disciplines and are investigated by the competent authority or taken compulsory measures by the judicial authority;
（12） The company's plan to distribute dividends or increase capital;
（13） Major changes in the company's ownership structure;
（14） Major changes in the company's debt guarantee;
（15） The mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time;
（16） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（17） Relevant plans for the acquisition of listed companies;
（18） Other important information recognized by CSRC and Shenzhen stock exchange that has a significant impact on the company's securities trading price.
Article 10 the insider referred to in this system refers to the unit or person who can directly or indirectly obtain the insider information before the disclosure of the company's insider information.
Article 11 the scope of insiders mentioned in this system includes but is not limited to:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers; (III) the actual controller of the company and its directors, supervisors and senior managers;
(IV) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(V) persons who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(VI) 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;
(VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) 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, acquisitions and major asset transactions;
(IX) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(x) the legal representatives (principals) and managers of securities service institutions that prepare and issue securities issuance recommendation, audit report, asset evaluation report, legal opinion, financial advisory report, credit rating report and other documents for major events of the company, as well as the legal representatives (principals) and managers of relevant units involved in consultation, formulation and demonstration of major events;
（11） Other personnel who can obtain inside information as stipulated by laws, regulations and the CSRC.
Chapter III Registration and filing of internal information insiders
Article 12 before the public disclosure of inside information according to law, the company shall register the insiders of inside information in accordance with the requirements of laws and regulations, fill in the registration form of insiders of inside information (Annex 1), truthfully, completely and timely record and summarize the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, reporting, transmission, preparation, resolution and disclosure, And the time, place, basis, method, content and other information of the insider information for the company's self inspection and relevant regulatory authorities.
Article 13 the contents of the registration and filing of insider information include but are not limited to insider information matters, insider's name / name, certificate number, securities account, unit / Department, position / post, relationship with the company, time of obtaining information, etc.
Article 14 Where the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, equity incentive, in addition to filling in the insider file of the company in accordance with Article 10 of the system, it shall also prepare the memo on the progress of major events (Annex 2), including but not limited to the time of each key point in the planning and decision-making process, the list of personnel involved in planning and decision-making Planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation.
After the disclosure of the insider information and relevant information of the material matters listed in the memorandum of Shenzhen Stock Exchange, the insider information of the company shall be submitted to the Shenzhen stock exchange for filing in a timely manner in accordance with the provisions of this article.
Article 15 the board of directors shall be responsible for the registration and filing, and the Secretary of the board of directors shall organize the implementation. The Secretary of the board of directors shall register and record while relevant personnel know the inside information, and the registration and record materials shall be kept for at least ten years. Purchasers, counterparties of major asset restructuring and other initiators and intermediary service institutions involved in the company and having a significant impact on the company's share price shall fill in the files of insiders of their respective units at the stages of negotiation and planning, demonstration and consultation, contract conclusion and reporting, transmission, preparation, resolution, disclosure, etc.
The Secretary of the board of directors shall notify and urge the above subjects to deliver the insider files to the company in stages according to the progress of the matter, and the delivery time of the complete insider files of the matter shall not be later than the public disclosure time of the insider information. The Secretary of the board of directors shall summarize the insider files of the above subjects. Article 17 the directors, supervisors, senior managers and the heads of all departments, holding subsidiaries and branches 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 18 shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insider information insiders of the company shall actively cooperate with the company in the registration and filing of insider information insiders, timely inform the company of the insider information insiders of major events that have occurred or are about to occur and the changes of relevant insider information insiders, and ensure that the information provided is true, accurate and complete.
Article 19 the company shall present written tips on the prevention and control of insider trading to the relevant personnel of the administrative department who have access to the company's insider information, and make registration and filing.
If the company needs to regularly submit information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before the disclosure of insider information, it can be regarded as the same insider information item without significant changes in the reporting department and content, register the name of the administrative department in the same form, and continuously register the time of submitting information. In addition to the above circumstances, when the circulation of inside information involves the administrative department, the company shall register the name of the administrative department, the reason for contacting the inside information and the time of knowing the inside information in the insider file in the way of recording one thing.
Article 20 procedures for registration and filing of insiders of inside information:
(I) when inside information occurs, the insider who knows the information needs to inform the Secretary of the board of directors of the company at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations;
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the registration form of insiders at the first time. If it is not filled in in time, the Secretary of the board of directors has the right to require insiders to fill in within the specified time; In case of incomplete filling, the Secretary of the board of directors has the right to require insiders to provide or supplement other relevant information. The Secretary of the board of directors shall verify the inside information in time to ensure the authenticity and accuracy of the contents filled in the registration form for insiders of inside information.
Chapter IV Examination and approval of the circulation of inside information
Article 21 in general, the circulation of inside information shall be strictly controlled within the scope of its subordinate departments and holding subsidiaries.
Article 22 the circulation of inside information between departments, branches and subsidiaries of the company shall be approved by the person in charge of the original holding department, branch and subsidiary of the inside information before it can be transferred to other departments, branches and subsidiaries, and shall be filed in the office of the board of directors.
Article 23 the provision of inside information shall be approved by the Secretary of the board of directors and filed in the office of the board of directors.
Chapter V confidentiality management of inside information
Article 24 insiders of internal information shall have the obligation of confidentiality before the disclosure of inside information. The directors, supervisors, senior managers and insiders of relevant inside information of the company shall control the insiders of the information to the minimum before the public disclosure of the inside information, appoint special personnel to submit and keep the major information documents, and report the expansion of the scope of insiders to the office of the board of directors in time. If the matter has been circulated in the market and changes the stock price of the company, the insider shall immediately inform the Secretary of the board of directors of the company so that the company can clarify it in time.
Article 25 If the company needs to provide unpublished information to insiders other than major shareholders and actual controllers, it shall confirm that it has signed a confidentiality agreement or obtained its commitment to the confidentiality of relevant information before providing it.
Article 26 before the inside information is publicly disclosed according to law, the controlling shareholder and actual controller of the company shall not abuse their shareholder rights or dominant position and require the company and its directors, supervisors and senior managers to provide them with inside information.
Article 27 insiders of inside information shall not buy or sell the company's shares, disclose the information, or suggest others to buy or sell the company before the inside information is disclosed according to law
