In order to strengthen the management of the shares held by the directors, supervisors and senior managers of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as the “company”) and their changes, 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”) The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) promulgated the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (hereinafter referred to as the “administrative rules”), several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shanghai Stock Exchange This system is hereby formulated in combination with the actual situation of the company, such laws, regulations, normative documents as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 8 – management of share changes, and the relevant provisions of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”).
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.
“Senior managers” refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers specified in the articles of association.
The directors, supervisors and senior managers of the company entrust others to buy and sell stocks or other equity securities on their behalf, which shall be regarded as their own behavior, and shall also abide by the system and perform relevant inquiry and reporting obligations.
The shares of the company held by the directors, supervisors and senior managers of the company refer to all the shares of the company and their derivatives registered in their names; It also includes the company’s shares and their derivatives recorded in other credit accounts, as well as stock options and stock appreciation rights issued by any equity incentive plan.
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, regulations and normative documents on the prohibition of insider trading, short-term trading, window trading, selling shares during the restricted period and manipulating the market, and shall not conduct illegal transactions.
The Secretary of the board of directors is responsible for managing the identity of directors, supervisors and senior managers and natural persons, legal persons or other organizations as 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 (if applicable), and regularly checking the disclosure of their trading of the company’s shares.
The directors, supervisors and senior managers of the company shall entrust the Secretary of the board of directors of the company to timely report or update their personal, spouse, parents, children and the identity information of the account owner holding shares for them through the website of Shanghai Stock Exchange at the following time points or periods: (I) directors of the newly listed company When the supervisors and senior managers apply for the initial registration of shares;
(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.
The above declaration data shall be regarded as the application submitted by relevant personnel to the stock exchange to manage their shares of the company in accordance with relevant regulations.
The Secretary of the board of directors of the company shall actively provide services for directors, supervisors and senior managers to declare the above information.
If the company’s directors, supervisors and senior managers trade the company’s securities and change their shares in the company, they shall fill in the declaration form within 2 trading days from the date of the fact, report in writing to the Secretary of the board of directors of the company, and disclose it in accordance with the requirements of the stock exchange, including:
(I) number of shares held before this change;
(II) date, quantity, price and reason of this share change;
(III) number of shares held after this change;
(IV) other matters required to be disclosed by the stock exchange.
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.
The company shall, in accordance with the requirements of Shanghai Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shanghai Branch of China Securities Depository and Clearing Corporation”), confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time.
Article 10 if other directors, supervisors and senior managers other than the chairman of the board of directors intend to buy and sell the company’s shares and their derivatives, they shall notify the chairman of the board of directors or another director designated by the board of directors (a director other than the director himself) in writing of their trading plan, and the relevant trading can be carried out only after receiving a dated confirmation; If the chairman intends to buy or sell the company’s shares and their derivatives, he must notify each director at the meeting of the board of directors or another director designated by the board of directors for this purpose (a director other than himself) before trading, and the relevant trading can be carried out only after receiving a dated confirmation. The aforesaid directors shall not buy or sell the company’s shares and their derivatives without notifying the chairman and receiving a dated confirmation. The above written notice and confirmation shall be copied to the Secretary of the board of directors at the same time. The Secretary of the board of directors shall report the proposed trading of the company’s shares by the above-mentioned personnel to the stock exchange for filing in advance.
Article 11 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 remind them of relevant risks.
Article 12 the company and its directors, supervisors and senior managers shall ensure that the data they report to the stock exchange are true, accurate, timely and complete, timely announce the changes in the shares held by relevant personnel, and bear the legal liabilities arising therefrom.
Management of shareholding changes of directors, supervisors and senior managers
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 changes in 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.
The number of transferable shares is calculated based on the shares issued by the company held by the directors, supervisors and senior managers of the company at the end of the previous year. If the directors, supervisors and senior managers of the company transfer their shares within the above number of transferable shares, they shall also abide by the provisions of Article 23 of the system.
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.
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 into shares, exercise of rights, agreement transfer and other new shares within the year, the new shares with unlimited sales conditions can be transferred by 25% in the current year, and the newly added 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 directors, supervisors and senior managers increase due to the distribution of rights and interests of the company, the transferable quantity of the current year can be increased in the same proportion.
After the directors, supervisors and senior managers entrust the company to declare personal information, the stock exchange shall lock all or part of the company’s shares registered in its securities account according to its declaration data. On the first trading day of each year, the shares listed on the Stock Exchange registered in the name of the directors, supervisors and senior managers of the Securities Exchange on the last trading day of the previous year shall be taken as the base, and the unlocking limit of the current year shall be calculated at 25%; At the same time, unlock the tradable shares with unlimited sales conditions held by this person within the unlocking limit of this year.
If 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 company’s 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 the stock exchange and Shanghai Branch of the registration and Clearing Corporation for registering the shares held by relevant personnel as shares with limited sales conditions.
The directors, supervisors and senior managers may entrust the company to apply to the stock exchange and Shanghai Branch of China Securities Depository and Clearing Corporation for the lifting of the restrictions on sales after meeting the conditions for lifting the restrictions on sales.
During the period of stock lock-in, the shares of the company held by directors, supervisors and senior managers enjoy the relevant rights and interests such as usufruct, voting right and preemptive placement right according to law.
After the directors, supervisors and senior managers leave their posts and entrust the company to declare their personal information, the stock exchange will lock all the shares of the company they hold and add within 6 months from the date of their resignation, and automatically unlock all the shares of the company with unlimited conditions after the expiration of the period.
The directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law. If they sell the company’s shares or other equity securities held by them in violation of the provisions within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds. The term “shares or other securities with equity nature held by directors, supervisors and senior managers” 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. 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.
Directors, supervisors and senior managers of the company shall not buy or sell shares of the company during the following periods:
(I) if the directors are aware of unpublished price sensitive information related to the company’s securities; Or having unpublished price sensitive information related to the company’s securities as a director of another listed issuer, within 2 trading days after the relevant information is disclosed according to law;
(II) within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(III) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(IV) from the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
(V) other periods stipulated by the stock exchange.
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) directors, supervisors and senior managers shall not transfer the shares they hold or add to the company within 6 months from the date of actual departure;
(III) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period;
(IV) 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 investigated according to law, 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 business rules of the stock exchange for less than 3 months;
(VI) other circumstances stipulated by laws, regulations, CSRC and stock exchanges.
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 than the system, a lower proportion of transferable shares or other restrictions on transfer, the provisions of the articles of association shall prevail.
The directors, supervisors and senior managers 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;
(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, 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.
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 7 of this system shall apply.
Any change in the shares of the company held by directors, supervisors and senior managers 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 the 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 the stock exchange.
Directors, supervisors and senior managers shall abide by the provisions of Article 47 of the securities law. If they sell their shares of the company within 6 months after purchase or buy them again within 6 months after sale, the proceeds from this shall belong to the company. The board of directors shall disclose the following contents in a timely manner:
(I) relevant personnel illegally buy and sell the company’s shares
