Shanxi Road&Bridge Co.Ltd(000755)
Measures for the administration of the registration of insiders of inside information
Chapter I General Provisions
Article 1 in order to further improve the inside information management of Shanxi Road&Bridge Co.Ltd(000755) (hereinafter referred to as “the company”), strengthen the confidentiality of the company’s inside information and maintain the principle of fairness in information disclosure, These measures are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and administration system of insiders of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
Article 2 the Securities Management Department of the company shall be responsible for the registration and filing of the company’s inside information, and the Secretary of the board of directors shall organize the implementation. The board of directors of the company shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the board of directors is the main responsible person. The Secretary of the board of directors of the company is responsible for the registration, filing and submission of insider information of listed companies. 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 without the approval or authorization of the board of directors, any department or individual of the company shall not disclose, report or transmit the company’s insider information and information disclosure to the outside world. The documents, mobile storage media, 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 after being reviewed and approved by the Secretary of the board of directors (and submitted to the board of directors for review according to the degree of importance).
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 market price of the company’s securities. Unpublished refers to the matters that have not been officially disclosed by the company on the information disclosure publications or websites of listed companies designated by the CSRC.
Article 5 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 company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) 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 according to law and being ordered to close down;
(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’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 ownership structure or production and operation status;
（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） Other matters stipulated by the CSRC and Shenzhen Stock Exchange.
Article 6 insider refers to the person who may directly or indirectly obtain 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, subsidiaries (branches) and their directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controllers of the company and their directors, supervisors and senior managers;
(III) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(IV) the acquirer or major asset trading party of the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(V) 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;
(VI) staff of the securities regulatory authority who can obtain inside information due to their duties and work;
(VII) 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 listed companies and their acquisitions and major asset transactions;
(VIII) other personnel who can obtain inside information as stipulated by the securities regulatory authority under the State Council.
Chapter III reporting procedures of inside information
Article 7 The competent functional department responsible for handling the major event shall organize the reporting materials at the first time, form a written document on the cause, current situation and possible impact of the event, submit it to the person in charge of the Department for signature, and notify the Secretary of the board of directors after being reviewed by the leader in charge. The Secretary of the board of directors shall report it to the chairman of the board of directors immediately. After receiving the report, the chairman shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the disclosure of the interim report.
Article 8 the Secretary of the board of directors shall draft an interim announcement according to the content of the submitted materials received and the format requirements of the public disclosure information manuscript, and perform the obligation of information disclosure after being approved by the chairman of the board of directors. Article 9 before the public disclosure of information, the board of directors shall ask the person in charge of the competent department about the authenticity, overview, development and possible results of major events, and authorize the information disclosure functional department to handle them after confirmation. When the board of directors is not in session, the chairman is authorized to review and approve the interim announcement. Article 10 after the information is publicly disclosed, the sponsor shall feed back the results of handling the temporary announcement to the Secretary of the board of directors and the person in charge of the relevant competent department.
Article 11 in case of any error or omission in the announcement, the company will explain, supplement or modify the announcement in accordance with relevant laws and regulations and the requirements of the securities regulatory authorities. Article 12 the company shall ensure to disclose information on the selected newspapers and websites designated by the CSRC at the first time, and the information disclosed in other public media shall not be prior to the newspapers and websites designated by the CSRC.
When the company publishes relevant publicity information in the media, it shall strictly follow the principle that the publicity information cannot exceed the content of the announcement.
Chapter IV Registration and filing
Article 13 the company shall truthfully and completely record all insider lists of insider information in all links such as the report, transmission, preparation, review and disclosure of insider information before disclosure, as well as the time when the insider knows the insider information and other relevant files for the company’s self inspection and relevant regulatory authorities to inquire. Article 14 the company shall timely supplement and improve the files of insiders and the progress memorandum of major events. The files of insiders of inside information 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 contents of the registration and filing of insiders of inside information include but are not limited to the insiders’ names, positions, ID number, securities accounts, work units, inside information, ways and means of knowing, time of knowing, and confidentiality clauses signed. Article 16 the company shall, in accordance with the provisions of the China Securities Regulatory Commission and the stock exchange, conduct self-examination on the trading of the company’s securities by insiders. If it is found that insiders of inside information conduct insider trading, disclose insider information or suggest others to conduct trading, the company shall verify and supervise the Bureau and Shenzhen Stock Exchange of relevant personnel in accordance with its insider registration management system.
Article 17 when a company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, or discloses other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, it shall also prepare a memorandum on the progress of major events, including but not limited to the time of each key point in the planning and decision-making process, the list of personnel involved in the planning and decision-making Planning and decision-making methods, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm the progress memorandum of major events. The company’s shareholders, actual controllers and their related parties and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
Article 18 If the company regularly submits information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before information disclosure, it can be regarded as the same insider information 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 information submission. 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 19 the company’s directors, supervisors, senior managers and the main principals of all functional departments and holding subsidiaries 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 20 the company shall actively urge the shareholders, actual controllers, purchasers, counterparties, securities service institutions and other insiders of the company to do a good job in the registration and filing of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.
Chapter V confidentiality and punishment
Article 21 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know, and shall not disclose it in any form without authorization, conduct insider trading or cooperate with others to manipulate the securities trading price.
Article 22 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information.
Article 23 before the disclosure of inside information according to law, the company and its directors, supervisors, senior managers and relevant insiders shall not provide inside information to shareholders and actual controllers.
Article 24 insiders of inside information shall not buy or sell the company’s shares or suggest others to buy or sell the company’s shares before the inside information they know is made public.
Article 25 If insiders of inside information disclose inside information without authorization in violation of this system, or use inside information for insider trading, or suggest others to use inside information for trading, resulting in serious impact or loss to the company, the company will give corresponding punishment according to the seriousness of the circumstances; If the CSRC, stock exchange and other regulatory authorities have other sanctions, they may be combined.
Article 26 If insiders violate the provisions of this system, causing serious consequences in society and causing heavy losses to the company, the company may require them to bear civil liability for compensation; If a crime is constituted, it will be transferred to the judicial organ for criminal responsibility according to law.
Article 27 If the shareholders, actual controllers, subsidiaries (branches) and their directors, supervisors and senior managers holding more than 5% of the company’s shares, as well as other insider information insiders specified by the securities regulatory authority violate this system, the company reserves the right to investigate their responsibilities. Chapter VI supplementary provisions
Article 28 matters not covered in these Measures shall be implemented in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the company charter.
Article 29 these Measures shall come into force after being deliberated and approved by the board of directors of the company, and the board of directors shall be responsible for the interpretation.
