Guanglian Aviation Industry Co.Ltd(300900)
The company’s shares held by directors, supervisors and senior managers and their 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 the company and their changes, and further clarify the management 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) Relevant laws, regulations and rules, such as the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022) (announcement [2022] No. 19 of China Securities Regulatory Commission), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes (SZS [2022] No. 22) This system is formulated in accordance with the relevant provisions of normative documents and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
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.
Article 3 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.
Article 4 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 company’s directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Chapter II transfer management of shares of directors, supervisors and senior managers
Article 5 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, the CSRC and the stock exchange.
Article 6 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, its directors, supervisors and senior managers shall not reduce their holdings of the company’s shares: (I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or major information disclosure violations; (II) 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.
Article 7 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their shares:
(I) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, during the investigation by the CSRC or the judicial organ, and less than 6 months after the administrative punishment decision and criminal judgment are made.
(II) directors, supervisors and senior managers have been publicly condemned by the stock exchange for violating the rules of the stock exchange for less than 3 months
(III) other circumstances prescribed by the CSRC.
Article 8 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares during the following periods: (I) if the announcement date is delayed due to special reasons within 30 days before the announcement of the company’s annual report and semi annual report, 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 occurrence of major events that may have a significant impact on the trading price of the company’s shares or the date of decision-making to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Article 9 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law. After legally buying or selling the company’s shares in accordance with the relevant provisions of laws and regulations, it is prohibited to conduct reverse transactions within 6 months, that is, they cannot sell or buy within 6 months after buying.
Article 10 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, 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 11 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 5 of the system.
Article 12 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 a 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 13 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 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 of the company it holds;
(II) the shares held by the company shall not be transferred within half a year after his resignation;
(III) other provisions of the company law on share transfer of directors, supervisors and senior managers.
Article 14 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 III declaration and management of share changes of directors, supervisors and senior managers
Article 15 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 25 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-mentioned personnel, and regularly checking the disclosure of their trading of the company’s shares.
Article 16 before buying and selling the shares of the company, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plan. 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, relevant provisions of the exchange and the articles of association, the Secretary of the board of directors shall timely notify the relevant directors, supervisors and senior managers in writing.
Article 17 Where, due to the 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 and the Shenzhen Branch of China Securities Depository and Clearing Corporation will register the shares held by relevant personnel as shares with limited sale conditions.
Article 18 the directors, supervisors and senior managers of the company shall entrust the company to report their personal identity information to the stock exchange and the securities registration company (including but not limited to name, position, ID number, securities account, time of leaving office, etc.) at the following time points or periods:
(I) when the directors, supervisors and senior managers of the newly listed company apply for initial stock registration;
(II) 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;
(III) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(IV) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(V) other time required by the stock exchange.
Article 19 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 shall entrust the company to apply to Shenzhen stock exchange for lifting the restrictions.
Article 20 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 21 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 information disclosure management of share changes of directors, supervisors and senior managers
Article 22 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 Secretary of the board of directors shall uniformly report to the stock exchange and make an announcement on the website of the stock exchange. The announcement includes:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
(III) the number of shares held after the change;
(IV) other matters required to be disclosed by the stock exchange.
Article 23 Where the directors, supervisors and senior managers of the company plan to reduce their shares through centralized bidding trading at the stock exchange, they shall report to the stock exchange 15 trading days before the first sale and disclose the reduction plan in advance, which shall be filed and announced by the stock exchange.
The contents of the reduction plan of the company’s directors, supervisors and senior managers shall include but not limited to: the number, source, reduction time interval, method, price interval and reasons for the reduction. The time interval for reduction shall comply with the provisions of the stock exchange.
Within the pre disclosed reduction period, directors, supervisors and senior managers shall disclose the progress of reduction in accordance with the provisions of the stock exchange. After the implementation of the reduction plan, the directors, supervisors and senior managers shall report to the 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 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 25 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:
(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, the stock exchange or 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 get inside information.
Chapter V penalties
Article 26 If the shareholders, directors, supervisors and senior managers of the company violate relevant regulations, the stock exchange shall give corresponding sanctions or take self-discipline supervision measures according to the seriousness of the case.
Article 27 Where the directors, supervisors and senior managers of the company hold more than 5% of the company’s shares and buy and sell the company’s shares in violation of Article 44 of the securities law, the CSRC will punish them in accordance with the relevant provisions of the securities law.
Chapter VI supplementary provisions
Article 28 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of Association; In case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 29 when the system needs to be modified according to the actual situation, it shall be deliberated and adopted by the board of directors. Article 30 the system shall be interpreted by the board of directors of the company.
Article 31 the system is approved by the board of directors after deliberation.
Guanglian Aviation Industry Co.Ltd(300900) March 18, 2022
