Jiangsu Shagang Co.Ltd(002075)
The management system for the holding and trading of shares of the company by directors, supervisors and senior managers chapter I General Provisions
Article 1 in order to strengthen the company’s management of the holding and trading of the company’s shares 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, and Jiangsu Shagang Co.Ltd(002075) articles of Association (hereinafter referred to as “articles of association”) and other relevant laws, regulations and normative documents, and this system is formulated in combination with the actual situation of the company.
Article 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 Article 20 of this system.
The company’s shares held by the company’s directors, supervisors and senior managers refer to all the company’s shares registered in their names. If they entrust others to buy and sell the company’s shares on their behalf, they shall be deemed to have done so by themselves. They shall also abide by the system and perform relevant inquiry and reporting obligations.
The company’s directors, supervisors and senior managers engaged in margin trading also include the company’s shares recorded in their credit accounts.
Article 3 the company and its directors, supervisors and senior managers 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 and other prohibited acts before buying and selling the company’s shares and their derivatives, and shall not conduct illegal transactions. If the directors, supervisors and senior managers of the company make commitments on the shareholding ratio, shareholding period, reduction method and reduction price, they shall strictly fulfill the commitments made.
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.
Chapter II declaration of buying and selling the company’s shares
Article 4 before the company’s directors, supervisors, senior managers and the spouses of the above-mentioned personnel buy and sell the company’s shares and their derivatives, they shall notify the Secretary of the board of directors in writing (see Annex), 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 violate the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange listed companies’ standardized operation guidelines, articles of association and other relevant provisions, the Secretary of the board of directors shall timely notify the relevant directors, supervisors and senior managers in writing.
Article 5 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, set sales restriction period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers, the company shall, when going through the procedures of share change registration, Apply to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”) will register the shares held by relevant personnel as shares with limited sales conditions.
Sixth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare the identity information of their personal and their close relatives (including spouses, parents, children, siblings, etc.) to the Shenzhen Stock Exchange (including, but not limited to, name, duty, ID number, securities account, departure time, etc.):
(I) directors, 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 (2) days after the appointment of the new senior manager to the board of directors;
(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 be within two trading days after leaving office;
(VI) other time required by the stock exchange.
The above declaration information is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 7 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the information they report to the Shenzhen Stock Exchange, agree that the Shenzhen Stock Exchange shall timely announce the changes in the shares of the company held by relevant personnel, and bear the legal liabilities arising therefrom.
Article 8 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.
Article 9 in accordance with the provisions of the articles of association, if the company stipulates a longer period of prohibition on the transfer of shares held by directors, supervisors, senior managers and their spouses, a lower proportion of transferable shares or other conditions restricting the transfer, it shall disclose them in time and do a good job in follow-up management.
Chapter III Management of shareholding changes
Article 10 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.
75% of the company’s shares with unlimited sales conditions newly added during the year through secondary market purchase, convertible bonds into shares, exercise, agreement transfer and other means in the securities account of the company’s directors, supervisors and senior managers 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 11 on the first trading day of each year, CSDCC Shenzhen Branch shall calculate the legal amount of transferable shares of the current year at 25% based on the number of company shares registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year; 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 an account holds less than 1000 shares of the company, the amount of transferable shares in the current year is the number of shares of the company it holds. 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 12 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 directors, supervisors and senior managers 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 13 during the period of stock lock-in, 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, shall not be affected.
Article 14 Where 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 of the company may entrust the company to apply to the Shenzhen Stock Exchange and China Clearing Shenzhen Branch for lifting the sales restrictions after the conditions for lifting the sales restrictions are met.
Article 15 the directors, supervisors and senior managers of the company shall not transfer the shares they hold or add to the company within six months from the date of actual departure.
Chapter IV prohibition of buying and selling company shares
Article 16 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 one year from the date of 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 their shares of the company within a certain period of time and are still within the commitment period;
(IV) other circumstances stipulated by laws, regulations, the CSRC and the stock exchange.
Article 17 shareholders, directors, supervisors and senior managers who hold more than 5% of the company’s shares shall abide by the provisions of Article 44 of the securities law. If they sell their shares or other equity securities of the company within six months after they buy them, or buy them within six months after they sell them, the proceeds therefrom shall belong to the company, The board of directors of the company shall recover its income and disclose the following contents in a timely manner:
(I) illegal trading of shares by relevant personnel;
(II) treatment 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 the 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 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 18 the directors, supervisors and senior managers of the company and their spouses 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, 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 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 shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall urge their spouses to abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 19 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 company’s shares and their derivatives due to obtaining insider information:
(I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company; (II) legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
(III) 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 get inside information.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Article 4 and Article 24 of this system shall apply.
Article 20 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their shares in the company:
(I) 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 six months after the administrative punishment decision and criminal judgment are made;
(II) directors, supervisors and senior managers have been publicly condemned by the Shenzhen stock exchange for violating the rules of the Shenzhen stock exchange for less than three months;
(III) other circumstances stipulated by laws, regulations, normative documents and Shenzhen Stock Exchange.
Article 21 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their holdings of the company’s shares from the date of making the relevant decision until the listing of the company’s shares is terminated or resumed:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information; (II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure and non disclosure of important information.
The directors, supervisors and senior managers shall act in accordance with the provisions of the preceding paragraph. Chapter V disclosure of holding and trading company shares
Article 22 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 natural persons, legal persons or other organizations specified in Article 19 of 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 purchase and sale of the company’s shares.
Article 23 the company shall disclose in its periodic report the trading of the company’s shares by directors, supervisors and senior managers during the reporting period, including:
(I) the number of shares of the company held at the beginning of the reporting period;
(II) the number, amount and average price of the company’s shares purchased and sold during the reporting period;
(III) the number of shares held by the company at the end of the reporting period;
(IV) 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.
(V) other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 24 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. 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 stock exchange.
Article 25 where directors, supervisors and senior managers plan to reduce their shares through centralized bidding trading of Shenzhen Stock Exchange, they shall report to Shenzhen Stock Exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by Shenzhen Stock Exchange.
The contents of the reduction plan specified in the preceding paragraph include but are not limited to the number, source, reduction time interval, method, price interval, reduction reasons and other information of the shares to be reduced.
The reduction time interval of each disclosure shall not exceed six months. During the reduction period, directors, supervisors and high
