Yingtong Telecommunication Co.Ltd(002861)
Shares of the company held by directors, supervisors and senior managers and
Change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Yingtong Telecommunication Co.Ltd(002861) (hereinafter referred to as “the company” or “the company”) and further clarify the handling 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”) China Securities Regulatory Commission (hereinafter referred to as “CSRC”) “Several Provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies”, “rules for the management of shares held by directors, supervisors and senior executives of listed companies and their changes” (hereinafter referred to as “management rules”) The implementation of the law of Shenzhen Stock Exchange on the reduction of shares, the regulations on the management of listed companies and the regulations of Shenzhen Stock Exchange (hereinafter referred to as “the law of Shenzhen Stock Exchange on the reduction of shares, the regulations on the management of senior managers”) and the regulations on the implementation of the regulations of Shenzhen Stock Exchange on the reduction of shares and the regulations on the management of listed companies, Formulate this system.
Article 2 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.
If the company and its directors, supervisors and senior managers make commitments on the proportion of shares held, holding period, change method, change price, etc., they shall strictly fulfill the commitments made.
Article 3 where the directors, supervisors and senior managers of the company hold more than 5% of the company’s shares, in addition to complying with the provisions of this system, they shall also comply with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and other relevant provisions.
Chapter II Registration, locking and unlocking of shares
Article 4 the shares of the company held by the directors, supervisors and senior managers of the company refer to the shares of the company directly registered in their securities accounts.
Where the company’s directors, supervisors and senior managers are engaged in margin trading, it also includes those recorded in their credit records
Article 5 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange within the following time (including name, position, ID card number, securities account, departure time, etc.):
（1） Within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or employee congress);
（2） Within 2 trading days after the new senior management is approved by the board of directors;
（3） The current directors, supervisors and senior managers shall change their declared personal information within 2 trading days;
（4） The current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
（5） Other time required by Shenzhen Stock Exchange.
The above declaration is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”) to manage their shares of the company in accordance with relevant regulations.
Article 6 the company shall, in accordance with the requirements of CSDCC Shenzhen Branch, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time. In case of any legal dispute caused by the wrong information or confirmation provided by the directors, supervisors and senior managers of the company, the relevant responsible person shall bear the relevant legal liabilities.
Article 7 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, CSDCC Shenzhen Branch shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data. The company’s directors, supervisors and senior managers will automatically lock up 75% of the company’s shares with unlimited sales conditions during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer in their securities accounts; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
Article 8 where the directors, supervisors and senior managers of the company have multiple securities accounts, they shall be merged into one account in accordance with the provisions of CSDCC Shenzhen Branch. Before merging the accounts, CSDCC Shenzhen Branch shall lock and unlock each account in accordance with relevant provisions. If the shares of the company held by directors, supervisors and senior managers change due to the equity distribution of the company, the amount of transferable shares in the current year shall be changed accordingly.
Article 9 Where 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 and the implementation of equity incentive plan, the company shall, when going through the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 10 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 11 if the articles of association stipulates that the directors, supervisors and senior managers shall transfer their shares of the company for a longer period of prohibition of transfer than the system, a lower proportion of transferable shares or other restrictions on transfer, it shall be implemented in accordance with the provisions of the articles of association, and shall be disclosed in time and do a good job in follow-up management.
Article 12 Where 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 China Clearing Shenzhen Branch for lifting the restrictions. After the restrictions are lifted, CSDCC Shenzhen Branch will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers, and the remaining shares will continue to be locked.
Chapter III trading and transfer of shares
Article 13 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company must notify the Secretary of the board of directors in writing of their trading plan in advance. 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 violate laws and regulations In case of any irregularity in the relevant provisions of Shenzhen Stock Exchange and the articles of association, 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 the relevant risks.
Article 14 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (1) within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is postponed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
（2） Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
（3） From the date when major events that may have a significant impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
（4） Other periods stipulated by Shenzhen Stock Exchange and CSRC.
Article 15 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
（1） The shares held by the company shall be within 1 year from the date of listing and trading of the company’s shares;
（2） Within half a year after the resignation of directors, supervisors and senior managers;
（3） Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period;
（4） Directors, supervisors and senior managers are suspected of securities and futures violations and crimes, during the period when they are filed for investigation by the CSRC or judicial organs, and less than 6 months after the administrative punishment decision and criminal judgment are made.
（5） Directors, supervisors and senior managers who have been publicly condemned by the stock exchange for violating the rules of the stock exchange for less than three months.
（6） Other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 16 under any of the following circumstances, from the date of making the relevant decision to the date of termination or resumption of the listing of the company’s shares, the directors, supervisors and senior managers shall not reduce their holdings of the company’s shares: (1) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or major information disclosure violations;
（2） The company was transferred to the public security organ for the crime of fraudulent issuance or the crime of illegal disclosure and non disclosure of important information.
The persons acting in concert with the directors, supervisors and senior managers specified in the preceding paragraph shall abide by the provisions of the preceding paragraph.
Article 17 If a director, supervisor or senior manager leaves office before the expiration of his term of office, he shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six 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 of the company it holds;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
Article 18 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 shares of the company and its derivatives due to obtaining insider information:
（1） Spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company;
（2） Legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
（3） China Securities Regulatory Commission, Shenzhen Stock Exchange or other natural persons, legal persons or other organizations identified by the company according to the principle of substance over form, who have special relations with the company or its directors, supervisors and senior managers and may know the inside information.
The directors, supervisors, senior managers and their affiliates of the company shall abide by the provisions of Article 13 of the system before buying and selling the company’s shares and their derivatives, and report to the Secretary of the board of directors of the company in a timely manner after such behavior occurs.
Article 19 during the term of office, the directors, supervisors and senior managers of the company shall not transfer more than 25% of the total shares of the company held by them every year, except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property, etc.
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.
Article 20 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.
Article 21 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.
Chapter IV information disclosure
Article 22 Where the company’s share reduction plan is disclosed to the Shenzhen Stock Exchange in advance and approved by the supervisor for the first time, the reduction plan shall be reported to the stock exchange 15 days prior to the stock exchange. 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 two trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of Shenzhen Stock Exchange.
Article 23 the reduction time interval disclosed each time shall not exceed six months. Within the pre disclosed reduction time range, directors, supervisors and senior managers shall disclose the progress of reduction when the planned reduction amount is more than half or the reduction time is more than half. After the implementation of the reduction plan, the directors, supervisors and senior managers shall report to the Shenzhen Stock Exchange within two trading days and make an announcement; If the reduction is not implemented or the reduction plan is not completed within the pre disclosed reduction time interval, it shall report to the stock exchange and make an announcement within two trading days after the expiration of the reduction time interval.
Article 24 Where the directors, supervisors and senior managers of the company disclose their share increase for the first time and intend to continue to increase their share holdings without disclosing the share increase plan, they shall disclose their subsequent share increase plan and make a commitment to complete the share increase plan within the implementation period.
After disclosing the share increase plan, when the implementation period of the proposed share increase plan is more than half, the relevant increase subject shall notify the company on the date of occurrence, and entrust the company to disclose the progress announcement of share increase before the next trading day.
If the relevant increase entity completes its disclosed increase plan, or plans to terminate the increase plan in advance within the implementation period of the increase plan, it shall notify the listed company to perform the obligation of information disclosure in a timely manner in accordance with the requirements of the preceding paragraph.
Article 25 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 six months after buying them, or buy them again within six months after selling them, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
（1） Illegal trading of stocks by relevant personnel;
（2） Remedial measures taken by the company;
（3） The calculation method of income and the specific situation of income recovery by the board of directors;
（4） 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; “Buy again within six months after selling” refers to the purchase again within six months from the time point of the last sale.
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.
Article 26 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.
Article 27 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not engage in margin trading with the company’s shares as the underlying securities.
Article 28 the directors, supervisors and senior managers of the company shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to Shenzhen Stock Exchange and China Clearing Shenzhen Branch, and agree that Shenzhen Stock Exchange shall timely announce the trading of shares and shares of the company by relevant personnel
