Henan Liliang Diamond Co.Ltd(301071)
Management system for shares held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as the “company”) and their changes, and further clarify the relevant information declaration and disclosure procedures, 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 formulated in combination with the actual situation of the company, including laws and regulations, some rules, normative documents, Henan Liliang Diamond Co.Ltd(301071) articles of association and other relevant provisions, such as the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes.
Article 2 the shares of the company held by the directors, supervisors, senior managers and securities affairs representatives of the company refer to all the shares of the company registered in their names; The transactions recorded in the company’s stock financing account also include.
Article 3 the directors, supervisors, senior managers and securities affairs representatives of the company shall be aware of the provisions of the company law, the securities law and other laws, regulations and normative documents on insider trading, market manipulation, short-term trading and other prohibited acts before buying and selling the company’s shares and their derivatives, and shall not conduct illegal transactions.
Chapter II information declaration and disclosure
Article 4 the directors, supervisors, senior managers and securities affairs representatives of the company shall entrust the company to report the identity information (including name, position, ID card number, securities account, time of departure, etc.) of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to the bourse within the following time: (I) directors of newly listed companies When supervisors and senior managers apply for stock listing; (II) within two trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within two trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall leave office within two trading days;
(VI) other time required by Shenzhen Stock Exchange.
Article 5 after the company’s directors, supervisors, senior managers and securities affairs representatives entrust the company to declare their personal information, Shenzhen Stock Exchange will send their declaration data to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”) to lock the company’s shares registered in the securities account opened under their ID card number.
Article 6 where the directors, supervisors and senior managers of the company have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of zhongdeng company; Before account consolidation, zhongdeng company shall lock and unlock each account according to relevant regulations.
Article 7 the company shall confirm the information related to the share management of the directors, supervisors and senior managers of the company in accordance with the requirements of zhongdeng company, and feed back the confirmation results in time.
Article 8 the company and its directors, supervisors, senior managers and securities affairs representatives shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to Shenzhen Stock Exchange and zhongdeng company, and bear the legal liabilities arising therefrom.
Article 9 Where, due to the public or non-public issuance of shares, the implementation of equity incentive plan and other circumstances, the company makes additional transfer price, additional performance assessment conditions, setting restricted sales period and other restrictive conditions for the transfer of shares held by directors, supervisors, senior managers and securities affairs representatives, the company shall, when going through the procedures of share change registration or exercise of rights, Apply to Shenzhen Stock Exchange and zhongdeng company to register the company’s shares held by the company’s directors, supervisors and senior managers as shares with limited sales conditions.
Article 10 the directors, supervisors, senior managers and securities affairs representatives of the company shall submit a written report to the company within 2 trading days of trading the company’s shares and their derivatives. After receiving the above report, the board of directors of the company shall fill in the report to Shenzhen Stock Exchange, including:
(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 Shenzhen Stock Exchange.
The company’s directors, supervisors, senior managers, securities affairs representatives and the board of directors refuse to declare or
Article 11 Where the company’s directors, supervisors, senior managers and securities affairs representatives 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.
Article 12 the company’s directors, supervisors, senior managers, securities affairs representatives and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after they buy them, or buy them again within 6 months after they sell them, and the proceeds therefrom shall belong to the company, The board of directors of the company will recover its income and disclose the following contents in a timely manner:
(I) illegal trading of shares by relevant personnel;
(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 Shenzhen Stock Exchange.
The above “sell within six months after purchase” refers to the sale within six months from the time point of the last purchase; “Buying again within six months after selling” refers to buying again within six months from the time point of the last sale. The above-mentioned shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders include shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Article 13 Where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to Shenzhen Stock Exchange.
Chapter III share change management
Article 14 on the first trading day of each year, zhongdeng company takes the shares listed on Shenzhen Stock Exchange registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year as the base, and calculates the legal limit of transferable shares of the current year at 25%; At the same time, the outstanding shares held by this person within the quota of transferable shares of this year with unlimited sales conditions shall be unlocked.
When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When the balance of the company’s shares held by an account is less than 1000 shares, the amount of transferable shares in the current year is the number of shares of the company held by it.
If the company’s shares held by directors, supervisors and senior managers change due to equity distribution, capital reduction and share reduction, the amount of transferable shares in this year shall be changed accordingly.
Article 15 before the company’s directors, supervisors, senior managers and securities affairs representatives buy and sell the company’s shares and their derivatives, the directors, supervisors, senior managers and securities affairs representatives shall notify the Secretary of the board of directors in writing of their trading plan, and the Secretary of the board of directors shall check the progress of the company’s information disclosure and major events, If the trading behavior may be improper, the Secretary of the board of directors shall timely notify the directors, supervisors, senior managers and securities affairs representatives in writing, and prompt the relevant risks.
Article 16 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 they hold; Except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.
Article 17 75% of the company’s shares with unlimited sales conditions newly added in the securities account of the company’s directors, supervisors and senior managers during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer shall be automatically locked; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
Article 18 If the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, the directors, supervisors and senior managers may entrust the company to apply to Shenzhen Stock Exchange and zhongdeng company for lifting the restrictions on sales after the conditions for lifting the restrictions on sales are met. After the restrictions are lifted, zhongdeng company will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers of the company, and the remaining shares will be locked automatically.
Article 19 during the lock-in period, the relevant rights and interests of the company’s shares held by the company’s directors, supervisors and senior managers according to law, such as usufruct, voting right and preemptive placement right, will not be affected.
Article 20 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, zhongdeng company will lock all its shares and new shares of the company within six months from the date of their declaration and departure, and automatically unlock all its shares without sales conditions after the expiration.
Article 21 directors, supervisors, senior managers and securities affairs representatives of the company shall not buy or sell 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, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(II) within 10 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 shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods stipulated by Shenzhen Stock Exchange.
Article 22 the directors, supervisors, senior managers and securities affairs representatives 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) parents 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, Shenzhen Stock Exchange or the company in accordance with the principle of substance over form, who 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 company’s shares and their derivatives, the provisions of Article 12 of this system shall apply.
Chapter IV responsibility and punishment
Article 23 Where the company’s directors, supervisors, senior managers and securities affairs representatives violate the provisions of this system, unless the relevant parties provide sufficient evidence to the company to make the company believe that the trading behavior in violation of the provisions of this system is not the expression of the true intention of the parties (such as the illegal use of securities accounts by others, etc.), The company may investigate the responsibilities of the parties in the following ways (including but not limited to):
(I) according to the seriousness of the case, give punishment in the form of warning, circulating a notice of criticism, demotion, dismissal, recommending the board of directors, the general meeting of shareholders or the staff and workers’ Congress to replace the responsible person;
(II) for directors, supervisors, senior managers and securities affairs representatives who violate the provisions of Article 12 of the system and buy and sell the company’s shares during the period of prohibition of buying and selling the company’s shares, the company shall give sanctions according to the seriousness of the circumstances. If losses are caused to the company, they shall be investigated for corresponding responsibilities according to law;
(III) where a director, supervisor, senior manager or securities affairs representative, in violation of the provisions of Article 14 of the system, sells the company’s shares or other equity securities held by him within six months after buying them, or buys them again within six months after selling them, after the company is aware of these matters, In accordance with the relevant provisions of the securities law, the board of directors shall recover its income and disclose relevant matters in a timely manner;
(IV) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation; (V) those who violate the relevant laws and regulations of the state may be transferred to the judicial organ and investigated for criminal responsibility according to law. Article 24 no matter whether the parties express their true intention or not, the company shall keep complete records of the acts and handling of violations of this system; In accordance with the provisions, it shall timely report to the securities regulatory authority or make public disclosure.
Chapter V supplementary provisions
Article 25 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations, departmental rules, normative documents and the articles of association. After the implementation of this system, if there are other provisions in relevant national laws and regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange, such provisions shall prevail.
Article 26 the board of directors of the company is responsible for the interpretation of this system.
Article 27 this system shall come into force and be implemented from the date of deliberation and approval by the general meeting of shareholders, and the same shall be amended Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
