Guangdong Enpack Packaging Co.Ltd(002846) insider registration management system
Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Insider registration management system
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II insider information and insider information Chapter III Registration and management of insider information Chapter IV confidentiality and accountability of insiders 9 Chapter V Supplementary Provisions ten
Guangdong Enpack Packaging Co.Ltd(002846)
Insider registration management system
Chapter I General Provisions
Article 1 in order to further regulate the inside information management of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as "the company"), strengthen the confidentiality of the company's inside information, maintain the fairness of information disclosure, and protect the interests of investors, According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the supervision of listed companies No. 5 - the registration and management system of insiders of listed companies, the measures for the administration of information disclosure of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 5 - the administration of information disclosure affairs, and the Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the "articles of association")“ This system is formulated in accordance with the articles of association and other relevant provisions.
Article 2 the board of directors of the company is the internal information management organization of the company. The board of directors of the company shall ensure that the files of insiders of internal information are true, accurate and complete. The chairman is the main person in charge of the company's insider information management, and the Secretary of the board of directors is responsible for the registration and filing of the company's insider. The principals of all departments, branches and holding subsidiaries of the company are responsible for the confidentiality within their management scope and are responsible for the report and transmission of the insider information involved. The Securities Affairs Department of the company is the daily work department for the supervision, management, registration, disclosure and filing of the company's insider information.
The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 the company's directors, supervisors, senior managers and all departments, holding subsidiaries and companies shall abide by this system and do a good job in the confidentiality of insider information. The above subjects and relevant responsible persons shall have the obligation of internal reporting on insider information and perform the duty of information disclosure.
Chapter II inside information and insiders
Article 4 the insider information referred to 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 securities and their derivatives. Unpublished means that the company has not officially disclosed on the information disclosure publications or websites of Listed Companies formulated by the CSRC and selected by the articles of association. Inside information 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, 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 contents of the company's undisclosed performance forecast, performance express and regular reports;
(VI) the company has suffered major losses or losses;
(VII) the external conditions of the company's production and operation have changed significantly;
(VIII) when the directors, more than one-third of the supervisors or the general manager of the company change, the chairman or the general manager is unable to perform his duties;
(IX) the situation of shareholders or actual controllers holding more than 5% of the company's shares 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;
(x) 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 or being ordered to close down according to law; （11） 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;
（12） 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;
（13） Newly published laws, administrative regulations, rules, administrative policies or relevant normative documents may have a significant impact on the company;
（14） The company's plans to distribute dividends or increase or decrease capital, as well as other refinancing plans such as issuing corporate bonds and convertible bonds;
（15） Major changes in the company's ownership structure;
（16） Major changes in the company's debt guarantee;
（17） The mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time; （18） The directors, supervisors and senior managers of the company may be liable for major damages according to law;
（19） Relevant plans for the acquisition and major asset reorganization of the company;
（20） Equity incentive plan implemented by the company;
（21） The main assets of the company are sealed up, seized, frozen or mortgaged or pledged;
（22） The main or all businesses of the company have come to a standstill;
（23） The company provides major guarantees to the outside world;
（24） Obtain large government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or operating results;
（25） The company changes accounting policies and accounting estimates;
（26） Other important information recognized by China Securities Regulatory Commission and Shenzhen stock exchange that has a significant impact on the trading price of the company's securities and their derivatives.
Article 5 the insider referred to in this system refers to the person who can directly or indirectly obtain the insider information before the disclosure of the company's 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 registration and settlement institutions and intermediary 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.
After the company discloses major matters, if there are major changes in relevant matters, the company shall timely supplement and submit insider files to the bourse.
Before the company discloses major events, if the trading of its shares and their derivatives has undergone abnormal fluctuations, the company shall submit relevant insider information files to the bourse.
The company reasonably determines the scope of insiders of inside information that should be submitted in combination with specific circumstances to ensure the completeness and accuracy of the registration files of insiders of inside information.
Article 6 in case of any of the following major events, the company shall submit relevant insider information files to Shenzhen Stock Exchange in accordance with relevant regulations:
(I) major asset reorganization;
(II) high proportion of shares transferred;
(III) changes in equity resulting in changes in the actual controller or the largest shareholder;
(IV) tender offer;
(V) issuance of securities;
(VI) merger, division, spin off and listing;
(VII) share repurchase;
(VIII) annual report and semi annual report;
(IX) equity incentive draft and employee stock ownership plan;
(x) other matters required by the CSRC or the bourse that may have a significant impact on the trading price of the company's shares and their derivatives.
Chapter III Registration Management of insider information
Article 7 before the public disclosure of inside information according to law, the company shall fill in the registration form of insiders of Listed Companies in accordance with the format of Annex 1 of this system, and timely record and summarize the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion, report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information, And report to Shenzhen Securities Exchange within five trading days after the first disclosure of inside information according to law.
Article 8 where the company conducts major matters specified in Article 6, it shall do a good job in insider information management and disclose relevant information in stages according to the situation; In addition, a memorandum on the progress of major events (see Annex 2) shall be made to record the time of each key point in the planning and decision-making process, the list of decision-makers involved in the planning and decision-making, the way of planning and decision-making, etc., and urge the relevant personnel involved in the memorandum to sign on the Memorandum for confirmation. Shareholders, actual controllers and related parties of listed companies 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 the bourse within five trading days after the disclosure of insider information according to law.
Article 9 the contents of the registration and filing of insider information include but are not limited to the insider's 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, relationship type, date, place, method, stage, content Registrant information, registration time and other information.
Article 10 the process of registration and filing of insiders of the company's insider information is as follows:
(I) when an insider information event occurs, the insider of the information shall inform the Secretary of the board of directors of the company by telephone, e-mail, fax, etc. within one working day. The Secretary of the board of directors shall immediately organize relevant insiders to fill in the registration form of insiders, and require insiders to provide written materials on the basic information of insider information, so as to ensure that the contents filled in the registration form of insiders of the company are true, accurate and complete, and provide them with a notice prohibiting insider trading to remind them to keep the information confidential. (II) if the Secretary of the board of directors evaluates and reviews the materials and believes that it is really necessary to perform the obligation of information disclosure as soon as possible, he shall immediately organize the securities affairs department to draft the first draft of the information disclosure document and submit it to the chairman for approval. If the approval procedure needs to be performed, he shall submit it to the board of directors and the general meeting of shareholders for deliberation as soon as possible and perform the obligation of information disclosure in a timely manner.
(III) in case of significant progress or change in the insider information involved, relevant personnel shall report to the chairman of the board of directors and the Secretary of the board of directors in time, and the Secretary of the board of directors shall do a good job in relevant information disclosure in time.
Article 11 the directors, supervisors, senior managers, departments, subsidiaries and their 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 in accordance with the requirements of laws, administrative regulations, normative documents and this system.
Article 12 shareholders, actual controllers, affiliates, purchasers, counterparties of major asset restructuring, other sponsors of matters involving the company and having a significant impact on the company's share price, securities companies, securities service institutions, law firms and other insider information insiders who hold more than 5% of the company's shares shall actively cooperate with the company in the registration of insider information, Timely inform the company of the situation of insiders involved in insider information and the change of insiders of relevant insider information. The above-mentioned entities shall deliver the insider files to the company in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information.
Article 13 before the public disclosure of the matters listed in Article 6 of the system or during the planning process, if the company needs to file, submit for approval or submit information in other forms to the relevant state departments in accordance with relevant laws and administrative regulations, it shall do a good job in the registration of insiders of inside information. Before the public disclosure of the matters listed in Article 8 of this system, if the company needs to regularly submit information to the relevant administrative departments of the state in accordance with the requirements of relevant laws, administrative regulations and policies, it can be regarded as the same insider information matter, register the name of the administrative department in the same form, and continue to register the time of submitting information under the condition that there is no significant change in the reporting department and content. In addition to the above circumstances, when the circulation of inside information involves the relevant administrative departments of the state, the company shall register the name of the relevant administrative departments of the state, the reasons for contacting the inside information and the time of knowing the inside information in the insider file in the way of one record for one thing.
Article 14 the company shall timely supplement and improve the file information of insider information. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement). The CSRC, its local offices and stock exchanges may inquire about the inside information
