Insider registration management system
(reviewed and approved by the 13th meeting of the 8th board of directors of the company)
Shanxi Coking Coal Energy Group Co.Ltd(000983)
May 20, 2022
catalogue
Chapter I General Provisions 1 Chapter II inside information and scope 1 Chapter III insider information and scope Chapter IV Registration and filing system of inside information Chapter V confidentiality management of inside information Chapter VI accountability 6 Chapter VII Supplementary Provisions six
Chapter I General Provisions
Article 1 in order to regulate the inside information management of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information and maintain the principle of fairness in information disclosure, In accordance with 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 and other relevant laws and regulations The system is formulated by normative documents and Shanxi Coking Coal Energy Group Co.Ltd(000983) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of directors shall be responsible for the registration and filing of insiders of the company. The board of directors of the company shall ensure that the files of insiders of inside information are true, accurate and complete. The chairman is the main responsible person, and the Secretary of the board of directors is responsible for the registration, filing and submission of insiders of the company. The board of supervisors shall supervise the implementation of the insider registration management system.
Article 3 the Secretary of the board of directors shall organize the implementation of this system. The Securities Affairs Department of the company is the daily management department for the registration and filing of insider information. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the insider information and information disclosure related to the company to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other materials related to insider information and information disclosure reported and transmitted to the outside world must be 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). Article 4 the company’s directors, supervisors, senior managers, subordinate departments, branches, holding subsidiaries and joint-stock companies that can have a significant impact on them shall do a good job in the management of insider information in accordance with this system.
Article 5 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II inside information and scope
Article 6 the insider information referred to in this system refers to the unpublished information known by insiders, 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 refers to the matters that have not been officially disclosed by the company on the information disclosure media or website of listed companies designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 7 the scope of inside information referred to 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, 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 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, or has large liability for compensation;
(V) major losses or losses of the company;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or senior managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the shareholders or actual controllers who hold more than 5% of the shares of the company have a great change in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have a great change in their engagement in the same or similar business as the company;
(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 is suspected of violation of laws and regulations and filed for investigation by the competent authority, and the controlling shareholder, actual controller, director, supervisor and senior manager of the company are suspected of violation of laws and disciplines and investigated or taken compulsory measures by the competent authority;
（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 fails to pay off its due debts;
（16） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
（17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of the net assets at the end of the previous year;
（19） Other important information that has a significant impact on the securities trading price stipulated by laws, regulations or normative documents of the CSRC and Shenzhen Stock Exchange.
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:
(I) the issuer 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, and the actual controllers of the company and their directors, supervisors and senior managers;
(III) the company controlled or actually controlled by the issuer and its directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) acquirers or major asset traders of listed companies and their controlling shareholders, actual controllers, directors, supervisors and senior managers;
(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 inside 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;
(IX) other personnel who can obtain inside information as stipulated by the CSRC and Shenzhen Stock Exchange.
Article 9 insiders of inside information shall have the obligation of confidentiality before the disclosure of inside information.
Chapter IV Registration and filing system of inside information
Article 10 before the public disclosure of inside information according to law, the company shall fill in the file of insiders of the company’s inside information (see the annex) in accordance with this system, and timely record the list of insiders of the company’s inside information at the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information, And submit relevant information disclosure documents to Shenzhen Stock Exchange at the same time.
Article 11 the contents of the registration and filing of insiders of inside information include but are not limited to the name, ID card number, unit / Department, position / position, relationship with the company, time of knowing the inside information, place of knowing the inside information, method of knowing the inside information, content of the inside information, stage of the inside information, registration time, registrant, etc.
Article 12 insiders of inside information must be registered in a timely manner when relevant personnel obtain inside information in the way of one record for each event; The company shall timely supplement and improve the file information of insider information, and the file of insider information shall be kept for at least 10 years from the date of recording (including supplement and improvement).
Article 13 the process of registration and filing of the company’s inside information:
(I) when inside information occurs, insiders who know the information (including but not limited to directors, supervisors, senior managers, or heads of other relevant institutions and departments) need 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 the relevant insiders of all 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 of the company shall immediately organize relevant insiders to fill in the insider file according to the requirements of this system, and timely verify the insider information, so as to ensure that the contents filled in the insider file are true, accurate and complete.
(III) after verification, the Secretary of the board of directors shall report to Shenzhen Stock Exchange and Shanxi regulatory bureau of China Securities Regulatory Commission for filing in accordance with the regulations.
Article 14 in case of any of the following circumstances, the company shall submit the relevant information disclosure documents to the Shenzhen Stock Exchange and the files of the insiders of the company to the Shenzhen Stock Exchange at the same time:
(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.
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.
Article 15 all functional departments, branches, holding subsidiaries, joint-stock companies that can exert significant influence on them and their main principals shall do a good job in the management of insider information in accordance with this system, perform the internal reporting obligations in accordance with the reporting procedures and information disclosure responsibilities specified in the internal reporting system of major information of the company and its subsidiaries, and actively cooperate with the company in the registration and filing of insider information, Timely inform the insider of the company and the change of relevant insider information.
Article 16 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the company’s share price, they shall fill in the insider file in time. If securities companies, securities service institutions, law firms and other intermediaries accept the company’s entrustment to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price, they shall fill in the insider file in time. Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall fill in the insider file in time.
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 company’s insider information. The files of insiders of inside information shall be filled in in accordance with the requirements of Articles 10 and 11 of this system.
Article 17 Where the company needs to regularly submit information to the relevant administrative department in accordance with the requirements of relevant laws, regulations and policies before 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 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 each event.
Article 18 when the company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division and share repurchase, in addition to filling in the insider files of the company in accordance with Articles 10 and 11 of the system, it shall also prepare a memorandum on the progress of major events, including but not limited to the time of each key time point in the planning and decision-making process, the list of personnel involved in planning and decision-making, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the memorandum to sign the Memorandum for confirmation. The company will timely submit the insider files of insider information and the progress memorandum of major events to Shenzhen Stock Exchange after the public disclosure of insider information according to law, and disclose the relevant contents in the progress memorandum of major events according to the requirements of the stock exchange.
Chapter V confidentiality management of inside information
Article 19 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know. Before the inside information is disclosed according to law, they shall not disclose, report and transmit it in any form, spread and paste it in any form on the company’s LAN or website, 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, Do not use inside information to seek profits for yourself, relatives or others.
Article 20 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, and special personnel shall be designated to submit and keep the major information documents.
Article 21 Where the company provides unpublished financial information to external users, it shall be filed with the Secretary of the board of directors before providing it, and confirm that it has signed with it
