Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-042
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
On the revision of the company’s measures for the administration of shares held by directors, supervisors and senior managers and their changes
Announcement of
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records and misleading statements
Or major omission.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) convened the second board of directors on February 21, 2022
The 25th meeting and the 18th meeting of the second session of the board of supervisors deliberated and adopted the amendment of the regulations on directors, supervisors and senior managers
The proposal on the measures for the management of the company’s shares and their changes is hereby announced as follows:
1、 Amendments to the measures for the administration of shares held by directors, supervisors and senior managers of the company and their changes
Content before revision reason after revision
According to Article 1 of Shenzhen Stock Exchange in January 2022, in order to strengthen the notice issued by Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) electronics section on January 7, (Shenzhen Securities Shangji Co., Ltd. (hereinafter referred to as “the company”) [2022] No. 12), Article 1 held by the directors, supervisors and senior managers of Shenzhen securities is to strengthen the stock listing rules of Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Stock Exchange (the management of the company’s shares and their changes in 2022, and maintain the order of the securities market since January 7, 2022, The shares held by the company and its senior managers shall be implemented in accordance with the regulations of the people’s Republic of China.
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) issued by Shenzhen Stock Exchange on February 28, 2020 (hereinafter referred to as the “company law of the people’s Republic of China”) Listed company law, securities law of the people’s Republic of China [2020] No. 125), shares held by directors, supervisors and senior managers of Shenzhen Securities Company (hereinafter referred to as the “Securities Law”), guidelines for the standardized operation of listed companies of Listed Public Transport Exchange, management rules for the shares and changes of the company, directors of the company The company’s shares held by supervisors and senior managers (revised in 2020) shall enter into force as of March 1, 2020, the management rules for the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies and their changes, certain provisions of Shenzhen Stock Exchange, certain provisions of Shenzhen Stock Exchange on the reduction of shares held by directors, supervisors and senior managers Guidelines for the standardized operation of shareholders, directors and supervisors of listed companies on the SME Board of Shenzhen Stock Exchange and shareholders, directors and supervisors of listed companies on Shenzhen Stock Exchange (revised in 2015) (detailed rules for the implementation of share reduction by Shenzhen managers, detailed rules for the implementation of share reduction by Shenzhen senior managers and SZS [2015] No. 65) At the same time. Shenzhen Stock Exchange Stock Listing Rules (2018 Shenzhen Stock Exchange Stock Listing Rules), Shenzhen Stock Exchange
Revised in November, 2012), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – in accordance with the standardized operation of listed companies on the SME Board of Shenzhen Stock Exchange in January 2022 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, Suzhou hengming notice issued on November 7 (Shenzhen Stock Exchange Guidelines (revised in 2015) The articles of association of Suzhou Hengda Electronic Technology Co., Ltd. (hereinafter referred to as Jian [2022] No. 13), the articles of association of self regulatory Mingda Electronic Technology Co., Ltd. (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and guidelines No. 1, since January 7, 2022 (hereinafter referred to as the “articles of association”) and other normative documents, These measures are formulated. Effective as of the date of, The guidelines for the standardized operation of municipal companies in relevant laws, regulations and normative documents on Shenzhen Stock Exchange (these measures are formulated in accordance with the relevant provisions of the State Council in 2020. Revised) (SZS [2020] No. 125) shall be repealed at the same time
Article 4 directors, supervisors and senior managers of the company
Content before revision reason after revision
The company’s shares held by personnel shall not be transferred under the following circumstances: the notice issued on July 7 (Shenzhen Stock Exchange) shall not be transferred: (I) within one year from the date of listing and trading of the company’s shares; [ 2022] No. 21), Shenzhen Securities (I) from the date of listing and trading of the company’s shares (II) within one year; within half a year after the resignation of directors, supervisors and senior managers; No. 9 – share repurchase from 2022 (II) directors Supervisors and senior managers shall come into force as of January 7, Detailed rules for directors, supervisors and senior managers of Shenzhen Securities (III) who promise not to transfer shares within a fixed period within half a year after the implementation of share repurchase by a listed company in the first stock exchange (SZS [2019] No. 22) (III) directors Supervisors and senior managers (Ⅳ) in accordance with the Shenzhen Stock Exchange listed companies’ commitment not to transfer within a certain period of time since the abolition of the commitment at the same time and within that period, the legal supervision guidance No. 9 – repurchase of shares
Internal; Necessary measures for safeguarding the value and shareholders’ rights and interests of listed companies
(IV) according to the detailed rules for the implementation of share repurchases by companies during the period of share repurchases listed on Shenzhen Stock Exchange, the members of the board (hereinafter referred to as “CSRC”) and Shenzhen Securities Regulatory Commission (hereinafter referred to as “CSRC”) necessary for the maintenance of (V) laws and regulations and the protection of the value and shareholders’ rights and interests of listed companies by China Securities Regulatory Commission
During the period of share repurchase; Other circumstances prescribed by the stock exchange.
(V) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange. Article 3 the raised investment project is implemented through the company’s subsidiaries Article 4 if the raised capital investment project is implemented through the company’s subsidiaries or other enterprises controlled by the company, or implemented by the company or other enterprises controlled by the company, the expression of the company’s “raised investment project” is modified to mean that the whole company shall ensure that the subsidiaries or controlled enterprises comply with it, Keep the consistency of the full text. Other enterprises shall abide by the measures for the management of raised funds. Law. Article 4 the company shall carefully select commercial banks Article 5 the company shall carefully select commercial banks and open special accounts for raised funds (hereinafter referred to as “special accounts”),
(hereinafter referred to as “special account”), the raised funds shall be deposited, and the raised funds shall be deposited in the special account approved by the board of directors for centralized management according to Article 5 of the regulatory guidelines No. 2. The special account shall not be deposited in the non revised special account, and shall not be deposited in the non raised funds or used for raised funds or other purposes. Other uses. Article 6 directors, supervisors and senior management of the company Article 6 the directors, supervisors and senior management of the company shall abide by Article 47 of the securities law, and shall abide by the provisions of Article 44 of the securities law, and sell the shares of the company they hold within six months after they buy the shares of the company or other shares with the nature of equity, Or sell the securities sold within six months after buying, or buy them again within six months after selling, and buy them again within six months after the proceeds are paid out, and the proceeds will belong to the company, and the board of directors of the company will take over the company, The board of directors of the company will recover its income for the third time in accordance with the guidelines for the articles of association of listed companies. Benefits. However, the remaining ten articles of the securities company are revised after the purchase package sales
If the directors, supervisors and senior managers of the company hold more than 5% of the shares and violate the above provisions, the company shall disclose in time, except under other circumstances specified by the CSRC.
The following contents: the directors, supervisors, senior managers and
(I) where relevant personnel buy or sell shares in violation of regulations, the shares held by shareholders or other shares with equity nature
Pledged securities, including those held by their spouses, parents and children
Content before revision reason after revision
Situation; Stocks or other assets held with or by using other people’s accounts
(II) remedial measures taken by the company; Securities with equity nature.
(III) the calculation method of income and the income received by the board of directors if the directors, supervisors and senior managers of the company violate the above provisions
Details of the benefits recovered; According to the above provisions, the company shall timely disclose the following contents:
(IV) disclosure required by Shenzhen Stock Exchange (I) illegal trading of shares by relevant personnel;
Other matters. (II) remedial measures taken by the company;
The above “sell within six months after buying” refers to (III) the calculation method of income and the specific situation of selling within six months from the time point of the last purchase of income recovered by the board of directors; Out of; “Buy again within six months after selling” (IV) other matters required to be disclosed by Shenzhen Stock Exchange refer to six months from the time point of the last sale.
Bought again in. The above “sell within six months after buying” refers to the last month
Sold within six months from the time point of purchase; “Sell
“Buy again within the next six months” refers to the last sale
It was bought again within six months from the point of purchase.
Article 7 the directors, supervisors and senior managers of the company and the spouses of the above-mentioned personnel are in the following periods
No trading in the company’s shares: the spouse of the above-mentioned person shall not trade in the company’s shares during the following periods:
(I) within 30 days before the announcement of the company’s periodic report, the announcement date of the company’s shares is postponed due to special reasons, (I) the announcement date of the company’s annual report and semi annual report is postponed from 30 days before the original announcement date to 30 days after the final announcement due to special reasons,
Day; According to the regulations on the management of the shares of the company held by the directors, supervisors and senior managers of listed companies from the 30 days before the original announcement date to the final announcement date and (II) the company’s performance forecast and performance express (II) the company’s quarterly report, performance forecast and performance express (within 10 days before the 2022 amendment; within 10 days before the announcement; Revised)
(III) from the date of major events that may have a significant impact on the trading price of the company’s shares (III) from the date of major events that may have a significant impact on the trading price of the company’s securities and their derivatives, or from the date of entering the decision-making process, to the date of legal disclosure or in the decision-making process; Within two trading days after disclosure; (IV) other periods stipulated by Shenzhen Stock Exchange (IV) other periods stipulated by Shenzhen Stock Exchange. period.
2、 Review procedures to be performed
(I) opinions of the board of directors
The board of directors of the company reviewed and approved this matter. See the details of the company in 2022
