Shanxi Coal International Energy Group Co.Ltd(600546)
The company’s shares held by directors, supervisors and senior managers and their change management system were adopted at the 32nd session of the seventh board of directors in February 2022
Shares of the company held by directors, supervisors and senior managers and their changes
management system
catalogue
Chapter I General Provisions Chapter II share change management Chapter III Information Declaration and disclosure management 5 chapter IV other provisions 6 Chapter V Supplementary Provisions seven
Shares of the company held by directors, supervisors and senior managers and their changes
management system
Chapter I General Provisions
Article 1 in order to regulate the management of the shares of the company held by the directors, supervisors and senior managers of Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as “the company” or “the company”) and maintain the order of the securities market, In accordance with the company law, the securities law, the rules of the CSRC on the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the stock listing rules of Shanghai stock exchange This management system is formulated in combination with the actual situation of the company, including the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of companies listed on the Shanghai Stock Exchange, the guidelines for self discipline supervision of companies listed on the Shanghai Stock Exchange No. 8 – management of share changes and other relevant provisions.
Article 2 this system is applicable to the management of the company’s shares held by the company’s directors, supervisors and senior managers and their changes.
Article 3 the shares of the company held by the directors, supervisors and senior managers of the company refer to all the shares of the company registered in their names. The company’s directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Chapter II share change management
Article 4 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
(I) within 1 year from the date of listing and trading of the company’s shares;
(II) within half a year after the resignation of directors, supervisors and senior managers;
(III) the directors, supervisors and senior managers promise not to transfer their shares of the company within a certain period of time and within that period;
(IV) other circumstances stipulated by laws, regulations, the CSRC and the business rules of Shanghai Stock Exchange.
Article 5 under any of the following circumstances, if the company touches the warning standard of delisting risk, the directors, supervisors and senior managers of the company and their persons acting in concert shall not reduce their holdings of the company’s shares from the date of relevant decisions to the date of termination or resumption of listing of the company’s shares:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information; (II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
(III) other major illegal delisting situations.
Article 6 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (I) if the announcement date of the annual report and semi annual report is postponed for special reasons within 30 days before the announcement of the annual report and semi annual report of the company, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; (II) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
(IV) other periods stipulated by the stock exchange.
Article 7 on the first trading day of each natural year, the amount of shares that can be transferred in the current year shall be calculated at 25% based on the shares of the company registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year, except for changes in shares caused by judicial enforcement, inheritance, bequest, legal division of property, etc.
Article 8 where the shares held by the directors, supervisors and senior managers of the company do not exceed 1000 shares, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph. The directors, supervisors and senior managers of the company shall not transfer the shares of the company they hold or add within 6 months from the date of actual departure.
Article 9 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, Shanghai Stock Exchange will lock all the shares of the company they hold and add within six months from the date of their resignation, and automatically unlock all the shares of the company with unlimited conditions after the expiration of the period.
Article 10 as a result of the company’s public or non-public issuance of shares, the implementation of equity incentive plans, or the purchase of shares by directors, supervisors and senior managers in the secondary market, convertible bonds for shares, exercise of rights, agreement transfer and other new shares within the year, the new shares with unlimited sales conditions can be transferred by 25% in the current year, and the new shares with limited sales conditions are included in the calculation base of transferable shares in the next year.
If the shares of the company held by the directors, supervisors and senior managers are increased due to the equity distribution of the company, the transferable quantity of the current year can be increased in the same proportion.
Article 11 the shares of the company that can be transferred but not transferred by the directors, supervisors and senior managers of the company in the current year shall be included in the total number of shares of the company held by them at the end of the current year, which shall be used as the calculation base of transferable shares in the next year.
Article 12 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 47 of the securities law. If they sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds therefrom shall belong to the company. The board of directors of the company shall recover the proceeds and disclose the following information in a timely manner:
(I) illegal trading of shares by directors, supervisors and senior managers of the company;
(II) remedial measures taken by the company;
(III) the calculation method of income and the specific situation of income recovery by the board of directors;
(IV) other matters required to be disclosed by Shanghai Stock Exchange.
The above “sell within 6 months after purchase” refers to the sale within 6 months from the time point of the last purchase; “Buying again within 6 months after selling” refers to buying again within 6 months from the time point of the last sale.
Article 13 Where the directors, supervisors and senior managers of the company intend to reduce the shares of the company through centralized bidding trading, they shall report to the Shanghai stock exchange for filing 15 trading days before the first sale of shares and disclose the reduction plan in advance. The contents of the reduction plan shall include but not limited to: the number, source, reduction time interval, method, price interval Information such as the reasons for the reduction, and the reduction time interval disclosed each time shall not exceed 6 months.
In the time range of reduction, when the number of reduction is more than half or the time of reduction is more than half, the progress of reduction shall be disclosed.
Within the time range of reduction, if the company discloses major events such as high transfer or planning merger and reorganization, it shall immediately disclose the progress of reduction and explain whether this reduction is related to the above-mentioned major events.
The specific reduction shall be announced within 2 trading days after the implementation of the reduction plan or the expiration of the previously disclosed reduction time interval.
Article 14 Where the company stipulates, through its articles of association, that the directors, supervisors and senior managers transfer the shares of the company they hold for a longer period of prohibition of transfer, a lower transferable proportion or other restrictions on transfer, it shall report to the Shanghai Stock Exchange in time. The application data will be regarded as the application submitted by relevant personnel to Shanghai Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 15 the directors, supervisors and senior managers of the company shall ensure that the following natural persons, legal persons or other organizations do not buy or sell the company’s shares and their derivatives due to insider information:
(I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers;
(III) securities affairs representatives and their spouses, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by the CSRC, Shanghai Stock Exchange or the company according to the principle of substance over form that have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Article 17 of this system shall apply.
Article 16 Where a company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to the stock exchange.
Chapter III Information Declaration and disclosure management
Seventeenth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the Secretary of the board of directors to declare their identity information of their owners, spouses, parents, children and the owners of the account holders held by them through the stock exchange website (including but not limited to the surname, title, job, ID number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing; (II) within 2 trading days after the appointment of new directors and supervisors is approved by the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved by the board of directors;
(III) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(IV) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(V) other time required by the stock exchange.
The above declaration data shall be regarded as the application submitted by the directors, supervisors and senior managers of the company to Shanghai Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 18 in case of any change in the shares of the company held by the directors, supervisors and senior managers of the company, a written report shall be submitted to the company within 2 trading days from the date of occurrence, and the company shall make an announcement on the website of Shanghai Stock Exchange. The announcement includes:
(I) number of shares held by the company at the end of last year;
(II) the date, quantity and price of each share change from the end of last year to before this change;
(III) number of shares held before this change;
(IV) date, quantity, price and reason of this share change;
(V) the number of shares held after this change;
(VI) other matters required to be disclosed by Shanghai Stock Exchange.
Article 19 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare, and bear the legal liabilities arising therefrom.
Article 20 the Secretary of the board of directors of the company is responsible for managing the identity of the directors, supervisors and senior managers of the company and the data and information of the shares held by the company, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of shares of the company by the directors, supervisors and senior managers.
Chapter IV other provisions
Article 21 during the lock-in period, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers, such as the usufruct, voting right and preemptive placement right, shall not be affected.
Article 22 for the directors, supervisors and senior managers of the company suspected of illegal trading, Shanghai Stock Exchange may lock up the shares of the company they hold and add according to the requirements of CSRC and other regulatory authorities.
Article 23 Where the company’s directors, supervisors and senior managers hold shares of the company and their change proportion reaches the provisions of the measures for the administration of the acquisition of listed companies, they shall also perform the obligations of reporting and disclosure in accordance with the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Chapter V supplementary provisions
Article 24 If the directors, supervisors and senior managers of the company violate the rules of this system by buying and selling the shares of the company, they shall be dealt with in accordance with the relevant provisions of Shanghai Stock Exchange and China Securities Regulatory Commission.
Article 25 the management system shall be formulated, modified and interpreted by the board of directors of the company.
Article 26 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Article 27 this system shall come into force from the date of adoption of the resolution of the board of directors.
