Green Technology Group Co., Ltd
Held by directors, supervisors and senior management
And trading of the company's stock management system
1. General provisions 1.1 in order to standardize the management of huilv Ecological Technology Group Co., Ltd. (hereinafter referred to as "the company" or "the company") on the holding and trading of shares of the company by directors, supervisors and senior managers, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This system is hereby formulated in combination with the actual situation of the company, including the relevant provisions of laws, regulations, normative documents and the articles of association, such as the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022). 1.2 this system is applicable to the management of the company's directors, supervisors and senior managers and the holding and trading of the company's shares by natural persons, legal persons or other organizations specified in item 4.6 of this system. 1.3 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 securities accounts.
The company's directors, supervisors and senior managers engaged in margin trading also include the company's shares recorded in their credit accounts. 1.4 before buying and selling the company's shares and their derivatives, the directors, supervisors and senior managers of the company shall be aware of the provisions of the company law, the securities law and other laws and regulations on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions. 2. Declaration of buying and selling the company's shares 2.1 the directors, supervisors and senior managers of the company shall entrust the company to report their personal identity information (including name, position, ID number, etc.) to China Securities Depository and Clearing Corporation Limited Shenzhen branch when the company applies for initial registration of shares, And apply to manage all the shares of the company registered in his name in accordance with relevant regulations. 2.2 the directors, supervisors and senior managers of the company shall entrust the company to report their personal identity information (including name, position, ID card number, etc.) to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. within the following time: 2.2.1 when the directors, supervisors and senior managers apply for initial registration of shares when the company is newly listed; 2.2.2 within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or employee congress); 2.2.1 within 2 trading days after the board of Directors approves the appointment of the new senior management; 2.2.3 the current directors, supervisors and senior managers shall change their declared personal information within 2 trading days; 2.2.4 the current directors, supervisors and senior managers shall, within 2 trading days after leaving office; 2.2.5 other time required by Shenzhen Stock Exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. to manage their shares of the company in accordance with relevant regulations. Article 2.3 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the listed company within two trading days from the date of the occurrence of the fact, and the listed company shall make an announcement on the website of the stock exchange. The contents of the announcement include: (I) the number of shares of the company held at the end of the previous 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 and price of this share change; (V) the number of shares held after the change; (VI) other matters required to be disclosed by the stock exchange.
2.4 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., agree that Shenzhen Stock Exchange shall timely announce the trading of the company's shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom. 2.5 the company shall, in accordance with the requirements of Shenzhen Branch of China Securities Depository and Clearing Corporation, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time. 3. Stock locking 3.1 after the company's directors, supervisors and senior managers entrust the company to declare their personal information, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch will lock the company's shares registered in the securities account opened under their ID card number according to the data they declare. 3.2 if the company makes additional transfer price, additional performance assessment conditions, set restricted sales period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers due to the public or non-public issuance of shares, the implementation of equity incentive plan and other circumstances, the company shall, when going through the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. to register the shares held by relevant personnel as shares with limited sales conditions. 3.3 if the company stipulates, through its articles of association, a longer period of prohibition on the transfer of shares held by directors, supervisors and senior managers, a lower proportion of transferable shares or other conditions restricting the transfer, it shall report to Shenzhen Stock Exchange in time. 3.4 if the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers may entrust the company to apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation for lifting the restrictions. 3.5 when the company's directors, supervisors and senior managers leave office, they shall timely entrust the company in writing to report the departure information to Shenzhen Stock Exchange and handle the locking and unlocking of shares.
3.6 after the company's directors, supervisors and senior managers leave office and entrust the company to declare their personal information, China Securities Depository and Clearing Corporation Limited Shenzhen Branch shall lock all the shares of the company held and newly added within six months from the date of their declaration of departure, and automatically unlock all the shares of the company with no sale conditions after expiration. 3.7 during the lock-in period, the relevant rights and interests of the company's shares held by directors, supervisors and senior managers according to law, such as usufruct, voting right and preemptive placement right, will not be affected. 4. Share trading 4.1 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plan two trading days before trading the company's shares and their derivatives. The Secretary of the board of directors shall check the progress of the company's information disclosure and major events. If there may be improper trading behavior, The Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell in writing, and remind them of relevant risks. 4.2 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances: 4.2.1 within 1 year from the date of listing and trading of the company's shares; 4.2.2 within half a year after the resignation of directors, supervisors and senior managers; 4.2.3 directors, supervisors and senior managers promise not to transfer their shares of the company within a certain period of time and are still within the commitment period; 4.2.4 other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
4.3 the company's directors, supervisors and senior managers shall not buy or sell the company's shares during the following periods: 4.3.1 within 30 days before the announcement of the company's annual report and semi annual report; 4.3.2 within 10 days before the announcement of the company's quarterly report, performance forecast and performance express; 4.3.3 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 decision-making process to the date of disclosure according to law; 4.3.4 other periods stipulated by Shenzhen Stock Exchange. 4.4 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company held by them every year, except for the change of shares caused by judicial enforcement, inheritance, legacy and legal division of property in the management system of shareholding change of directors, supervisors and senior managers. When there is a decimal in the calculation of the amount of transferable shares, it shall be rounded to the nearest whole number; If 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 above transfer proportion. 4.5 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. 4.6 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of new 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. In case of any increase or decrease in the shares of the company held by directors, supervisors and senior managers due to the company's equity distribution, capital reduction and share reduction, the amount of transferable shares in the current year shall be changed accordingly. 5. Information disclosure 5.1 any change in the shares of the company held by the directors, supervisors and senior managers of a listed company shall be reported to the listed company within two trading days from the date of the occurrence of the fact, and the listed company shall make an announcement on the website of the stock exchange. The contents of the announcement include: 5.1.1 the number of shares of the company held at the end of the previous year; 5.1.2 date, quantity and price of each share change from the end of last year to before this change; 5.1.3 number of shares held before this change; 5.1.4 date, quantity and price of this share change; 5.1.5 the number of shares held after the change; 5.1.6 other matters required to be disclosed by Shenzhen Stock Exchange. 5.2 if the directors, supervisors and senior managers of the company, in violation of Article 44 of the securities law, sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
5.2.1 illegal trading of shares by relevant personnel; 5.2.2 remedial measures taken by the company; 5.2.3 the calculation method of income and the specific situation of income recovery by the board of directors; 5.2.4 other matters required to be disclosed by Shenzhen 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. 5.3 the company shall disclose the purchase and sale of the company's shares by directors, supervisors and senior managers during the reporting period in the periodic report, including: 5.3.1 the number of the company's shares held at the beginning of the reporting period; 5.3.2 the number, amount and average price of the company's shares purchased and sold during the reporting period; 5.3.3 the number of shares held by the company at the end of the reporting period; 5.3.4 the board of directors' opinions on whether the directors, supervisors and senior managers have bought and sold the company's shares in violation of laws and regulations during the reporting period and the corresponding measures taken; 5.3.5 other matters required to be disclosed by Shenzhen Stock Exchange. Article 5.4 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 provisions of the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules. 6. Responsibility 6.1 the chairman of the company is the first person responsible for the company's shares held by the company's directors, supervisors and senior managers and their change management.
The Secretary of the board of directors of the company is responsible for managing the identity of the directors, supervisors, senior managers of the company and the natural persons, legal persons or other organizations specified in the system, as well as the data and information of the shares held by the company, uniformly handling the online declaration of personal information for the above personnel, and regularly checking the disclosure of their trading of the company's shares.
6.2 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare. Otherwise, in addition to bearing corresponding legal liabilities, the company will also give sanctions according to the situation. 6.3 if the company's directors, supervisors and senior managers buy and sell the company's shares in violation of the provisions of this system and relevant laws and regulations, in addition to the punishment of China Securities Regulatory Commission and the punishment of Shenzhen Stock Exchange, the company will also give punishment according to the situation. 7. Supplementary rule 7.1 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents, articles of association and other relevant provisions; In case of any conflict between this system and the laws, regulations, normative documents issued in the future or the articles of association modified by legal procedures, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail. 7.2 the system shall be interpreted and modified by the board of directors of the company. 7.3 the system shall be implemented after being reviewed and approved by the board of directors of the company.
