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Provisions on the establishment of insider registration management system for listed companies
Provisions on the establishment of insider registration management system for listed companies

Article 1 These Provisions are formulated in accordance with the Securities Law, the Measures for the Administration of Information Disclosure of Listed Companies and other laws, regulations and rules in order to improve the management system of inside information of listed companies, do a good job in keeping inside information confidential, and effectively prevent and crack down on securities violations such as insider trading.

Article 2 Insider information as mentioned in these Provisions refers to relevant personnel as stipulated in Article 74 of the Securities Law.

Article 3 Insider information as mentioned in these Provisions refers to information that has not been made public according to the provisions of Article 75 of the Securities Law, involves the operation and finance of a listed company or has a significant impact on the trading price of the company's securities and its derivatives.

Article 4 Insider information shall have the obligation of confidentiality before the disclosure of insider information.

Article 5 A listed company shall, in accordance with these Provisions, establish a management system for insider information registration, and formulate regulations for insider information confidentiality management and insider information registration management before insider information is publicly disclosed according to law.

Article 6 Before the inside information is publicly disclosed in accordance with the law, the listed company shall fill in the Inside Information Insider File of Listed Company (see Annex for necessary items), and record the inside information insider list in consultation, planning, argumentation consultation, contract conclusion, report, transmission, compilation, resolution and disclosure, as well as information such as the time, place, basis, manner and content of knowing the inside information.

Article 7 The board of directors of a listed company shall ensure the truthfulness, accuracy and completeness of inside information files, with the chairman as the main responsible person. The secretary of the board of directors is responsible for the registration of internal personnel of listed companies.

The board of supervisors of a listed company shall supervise the implementation of the registration management system for insider information.

Article 8 When the shareholders, actual controllers and their related parties of a listed company study and initiate major events involving the listed company and other events that have a significant impact on the stock price of the listed company, they shall fill in the insider files of their own units.

Securities companies, securities service institutions, law firms and other intermediary agencies accept the entrustment to engage in securities service business, and if the entrusted matters have a significant impact on the stock price of listed companies, they shall fill in the internal personnel files of their own institutions.

Buyers, counterparties and other sponsors of major asset restructuring transactions that involve listed companies and have a significant impact on their share prices shall fill in the insider files of their own units.

The above-mentioned units shall, according to the development of the situation, deliver the insider files to the relevant listed companies in stages, but the delivery time of the complete insider files shall not be later than the public disclosure time of insider information. The inside information file shall be filled in according to the requirements of Article 6 of these Provisions.

A listed company shall do a good job in the registration of insiders in the circulation of insider information it knows, and do a good job in summarizing the insider files involved in the first to third paragraphs.

Article 9 The personnel of administrative departments who have access to inside information of listed companies shall do a good job of registration according to the requirements of relevant administrative departments.

If a listed company needs to submit information to the relevant administrative departments regularly according to the requirements of relevant laws, regulations and policies before disclosure, it can be regarded as the same insider information, and the name of the administrative department can be registered in the same form, and the time of submitting information can be continuously registered. In addition to the above circumstances, if the inside information flows to the administrative department, the listed company shall register the name of the administrative department, the reason for contacting the inside information and the time when it learned the inside information one by one in the inside information insider file.

Article 10 When a listed company conducts major events such as acquisition, major asset reorganization, issuance of securities, merger, division, share repurchase, etc., it shall not only fill in the inside information files of the listed company in accordance with Article 6 of these Provisions, but also make a memorandum on the progress of major events, including but not limited to the time of key points in planning and decision-making, the list of personnel involved in planning and decision-making, and the planning and decision-making methods. The listed company shall urge the relevant personnel involved in the memorandum to sign the memorandum for confirmation.

Article 11 The inside information registration management system of listed companies shall include the inside information management contents of subordinate departments, branches, holding subsidiaries and share-holding companies where listed companies can exert significant influence, and define the internal reporting obligations, reporting procedures and information disclosure responsibilities of the above subjects.

In the registration and management system of insider information of listed companies, the confidentiality obligation of insider information and the responsibility for violating confidentiality provisions should be clearly defined, and the relevant personnel should be informed of the above matters through necessary means such as signing confidentiality agreements and prohibiting insider trading.

Article 12 A listed company shall, in accordance with the provisions of the China Securities Regulatory Commission, conduct self-examination on the insider's buying and selling of its own shares and its derivatives. If it is found that insiders engage in insider trading, disclose insider information or suggest others to use insider information for trading, the listed company shall verify and investigate the relevant personnel according to its insider registration management system, and submit the relevant information and handling results to the dispatched office of China Securities Regulatory Commission where the company is registered within 2 working days.

Article 13 A listed company shall timely supplement and improve the inside information files. Insider information files shall be kept for at least 10 years from the date of recording (including supplementation and improvement). China Securities Regulatory Commission, its dispatched offices and stock exchanges can inquire about the files of insiders.

In the event of a major event listed in Article 10 of these Provisions, a listed company shall, after the inside information is publicly disclosed according to law, timely submit the insider files and the memorandum of major events to the stock exchange. A stock exchange may, at its discretion, require a listed company to disclose the relevant contents in the memorandum on the progress of major events.

Article 14 The China Securities Regulatory Commission and its dispatched offices may, in accordance with the Measures for On-site Inspection of Listed Companies, conduct on-site inspections on the establishment and implementation of the registration management system for inside information of listed companies and the preservation of inside information files of listed companies.

Article 15 Under any of the following circumstances, the China Securities Regulatory Commission may take supervision and management measures such as ordering listed companies and relevant units to make corrections, supervising conversations, and issuing warning letters. If the circumstances are serious, the relevant personnel may be identified as inappropriate candidates, or the relevant personnel may be prohibited from entering the market:

(1) Failing to establish an insider registration management system in accordance with the requirements of these Provisions;

(2) Failing to submit the files of insider information and the memorandum on the progress of major events in accordance with the requirements of these Provisions;

(3) There are false records, major omissions and major errors in the insider's files and memoranda of major events;

(4) refusing to cooperate with the listed company to register inside information.

Involving state-controlled listed companies or their controlling shareholders, the China Securities Regulatory Commission shall take supervision and management measures in accordance with the provisions of the preceding paragraph, and notify the relevant state-owned assets supervision and administration institutions.

If an insider is found to divulge inside information, conduct insider trading or suggest others to use inside information for trading, the China Securities Regulatory Commission will file an investigation on the relevant units and individuals, and those suspected of committing crimes will be transferred to judicial organs for criminal responsibility according to law.

Article 16 These Provisions shall come into force as of 2011125.

Attachment: File format of inside information of listed companies (omitted)