The company’s shares held by directors, supervisors and senior managers and their change management system
Article 1 in order to regulate the management of the shares held by the directors, supervisors and senior managers of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as “the company”) and their changes, and safeguard the legitimate rights and interests of the company, shareholders and creditors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for 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 system is formulated in accordance with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and other laws, administrative regulations, rules and normative documents, as well as the relevant provisions of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) articles of Association (hereinafter referred to as the “articles of association”).
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.
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 above-mentioned personnel engaged in margin trading also include the shares of the company recorded in their credit account.
Article 3 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) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; (IV) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”).
Article 4 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading, agreement transfer and other means shall not exceed 25% of the total shares of the company they hold, except for the change of shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on.
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 transfer proportion in the preceding paragraph.
Article 5 if a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall abide by the following restrictive provisions within the term of office determined at the time of taking office and within 6 months after the expiration of his term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares held by the company;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of laws, administrative regulations, departmental rules, normative documents and business rules of Shanghai Stock Exchange on the transfer of shares of directors, supervisors and senior managers.
Article 6 the number of transferable shares of the company shall be calculated based on the shares issued by the company held by the directors, supervisors and senior managers at the end of the previous year.
If the directors, supervisors and senior managers of the company transfer their shares of the company within the above number of transferable shares, they shall also abide by the provisions of Article 3 of the system.
Article 7 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 into 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 8 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.
Ninth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare or update their personal information through the Shanghai Stock Exchange website (including but not limited to name, job, ID number, securities account, departure time, etc.):
(I) 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;
(II) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(III) the current directors, supervisors and senior managers shall leave office within 2 trading days;
(IV) other time required by Shanghai Stock Exchange.
Article 10 shareholders (hereinafter referred to as “major shareholders”), directors, supervisors and senior managers who hold more than 5% of the company’s shares plan to reduce their shares through centralized bidding trading of Shanghai Stock Exchange shall report to Shanghai stock exchange for filing and announcement 15 trading days before the first sale.
The contents of the reduction plan specified in the preceding paragraph shall include but not limited to the number, source, reduction time interval, method, price interval, reduction reasons and other information of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed 6 months.
Within the pre disclosed reduction time range, major shareholders, directors, supervisors and senior managers shall disclose the progress of reduction when the number of reduction is more than half or the time of reduction is more than half; Within the reduction range, if the company discloses major issues such as high-tech transfer or planning merger and reorganization, the major shareholders, directors, supervisors and senior managers shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major issues.
After the implementation of the reduction plan, major shareholders, directors, supervisors and senior managers shall report to the Shanghai Stock Exchange within two trading days and make an announcement; Within the pre disclosed reduction time interval, if the reduction is not implemented or the reduction plan is not completed, it shall report to the Shanghai Stock Exchange within two trading days after the expiration of the reduction time interval and make an announcement.
Article 11 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the company within 2 trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of the 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 and price of this share change;
(V) the number of shares held after the change;
(VI) other matters required to be disclosed by the Shanghai Stock Exchange.
Article 12 If the major shareholders, directors, supervisors and senior managers of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them, the proceeds therefrom shall belong to the company, and the board of directors of the company shall recover their proceeds. However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 13 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods:
(I) within 30 days before the announcement of the company’s annual report and semi annual report;
(II) within ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) other periods specified by Shanghai Stock Exchange.
Article 14 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.
Article 15 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare.
Article 16 Where the company’s directors, supervisors and senior managers hold the shares of the company and their change proportion reaches the reporting and information disclosure obligations specified in the measures for the administration of the acquisition of listed companies of the CSRC, they shall also perform the reporting and information disclosure obligations in accordance with the provisions of the measures.
Article 17 the directors, supervisors and senior managers of the company who violate the system shall bear the responsibility and accept the corresponding punishment.
Article 18 matters not covered in this system shall be implemented in accordance with relevant laws, administrative regulations, rules, normative documents, articles of association and other relevant provisions. If the system is inconsistent with relevant laws, administrative regulations, rules, normative documents and the articles of association, the relevant laws, administrative regulations, rules, normative documents and the articles of association shall prevail.
Article 19 the terms “above” and “up to” in this system include this number, and the terms “above” and “below” do not include this number. Article 20 the system shall come into force on the date when it is deliberated and approved by the board of directors of the company, and the same shall apply when it is revised.
Article 21 the system shall be interpreted by the board of directors of the company.
