Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
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 company's shares held by the company's directors, supervisors and senior managers 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, rules and normative documents such as the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes, the business guidelines for the management of shares held by directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and the relevant provisions of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company, Formulate this system.
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 Management of changes in 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.
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 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 business rules of the stock exchange for less than 3 months
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange.
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) within 30 days before the announcement of the company's annual report and semi annual report;
(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 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 stipulated by the stock exchange.
Article 9 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 10 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 11 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of shares by directors, supervisors and senior managers in the secondary market, convertible bonds for 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 12 directors, supervisors and senior managers who leave before the expiration of their term of office 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 their 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 share transfer of directors, supervisors and senior managers.
Article 13 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 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 natural persons, legal persons or other organizations specified in Article 27 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 15 before buying and selling the company's shares and their derivatives, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plans. The Secretary of the board of directors shall check the progress of the company's information disclosure and major events. If there may be improper trading behavior, 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 prompt relevant risks.
Article 16 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, split share structure reform, implementation of equity incentive plan, etc., the company shall, when going through the procedures of share change registration or exercise, Apply to the stock exchange and the securities registration company to register the shares held by relevant personnel as shares with limited sales conditions.
Article 17 the directors, supervisors and senior managers of the company shall entrust the company to report their personal identity information through the website of the stock exchange (including but not limited to name, position, ID card 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 new directors and supervisors are approved by the general meeting of shareholders (or the workers' Congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(VI) other time required by the stock exchange.
The above application data shall be regarded as the application submitted by relevant personnel to the stock exchange and the securities registration company to manage their shares of the company in accordance with relevant regulations.
Article 18 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 the securities registration company. Before merging the accounts, the securities registration company shall lock and unlock each account in accordance with the relevant provisions.
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 the stock exchange and the securities registration company for lifting the restrictions. After the restrictions are lifted, the securities registration company 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 be locked automatically.
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 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, the securities registration company shall lock all the shares of the company they hold and add within six months from the date of their declaration of leaving their posts, and automatically unlock all the shares of the company with unlimited sales conditions when they expire.
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 company shall make an announcement on the website of the 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.
If the company's directors, supervisors, senior managers and the board of directors refuse to declare or disclose, the stock exchange shall publicly disclose the above information on its designated website.
Article 23 If the directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell their shares of the company within 6 months after purchase or buy them again within 6 months after sale in violation of Article 44 of the securities law, the proceeds from this shall belong to the company. The board of directors shall recover the proceeds and disclose the following contents in time:
(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 the stock exchange.
The above "sell within 6 months after purchase" refers to the sale within 6 months from the time point of the last purchase; "Buying again within 6 months after selling" refers to buying again within 6 months from the time point of the last sale.
Article 24 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 25 Where the shares held by the directors, supervisors and senior managers of the company and their change proportion reach 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 26 Where a company's directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to the stock exchange.
Article 27 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) securities affairs representatives of the company and their spouses, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by the CSRC, the 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 shares of the company and their derivatives, the provisions of Article 22 shall apply.
Chapter V penalties
Article 28 Where the directors, supervisors and senior managers of the company violate relevant provisions, the stock exchange shall give corresponding sanctions according to the seriousness of the circumstances.
Article 44 Where a shareholder or a supervisor of the company violates the provisions of the securities law of the people's Republic of China by buying or selling more than 5% of the company's shares, he shall be punished in accordance with the provisions of the securities law of the people's Republic of China.
