The company’s shares held by directors, supervisors and senior managers of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) power (Group) Co., Ltd. and their change management system (revised in 2022)
(reviewed and approved by the 32nd meeting of the 9th board of directors of the company)
Chapter I General Provisions
Article 1 in order to regulate the management of the company’s shares and their changes held by the directors, supervisors and senior managers of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as “the company” or “the company”), in accordance with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the rules for the management of the company’s shares and their changes held by the directors, supervisors and senior managers of listed companies This system is formulated in combination with the actual situation of the company, including relevant laws and normative documents such as the guidelines for share management business of directors, supervisors and senior managers of listed companies, and the articles of association of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the articles of association).
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 Secretary of the board of directors of the company shall be responsible for managing the identity of the directors, supervisors and senior managers of the company, as well as the data and information of natural persons, legal persons or other organizations as specified in Article 21 of these guidelines, as well as the shares held by the company (if applicable), uniformly handling the online declaration of individual information for the above personnel, and regularly checking the disclosure of their trading of the company’s shares. The office of the board of directors of the company is the specific implementation department for reporting relevant information entrusted by the directors, supervisors, senior managers and relevant personnel of the company.
Chapter II declaration of holding and trading of the company’s shares
Article 5 the shares of the company held by directors, supervisors and senior managers refer to all the shares of the company registered in their names. Directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Sixth directors, supervisors and senior managers of the company shall, at the following time points or periods, entrust the Secretary of the board of directors to declare their personal information through the website of the Shanghai Stock Exchange (including the name of the Shanghai Stock Exchange), including but not limited to name, job, ID number, securities account, departure time, etc.
(I) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(II) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (III) the current directors, supervisors and senior managers of the company within 2 trading days after the change of their declared personal information;
(IV) the current directors, supervisors and senior managers of the company within 2 trading days after leaving office;
(V) other time required by Shanghai Stock Exchange.
The directors, supervisors and senior managers of the company shall, while reporting their personal information, report to the Secretary of the board of directors the personal identity information of their spouses, parents, children, brothers and sisters and the data and information of their shares in the company.
Article 7 the Secretary of the board of directors and the senior management of the company shall notify the Secretary of the board of directors and the senior management of the company in writing of the progress of the proposed transaction of the company’s derivative stocks in case of any material misconduct. The Secretary of the board of directors and the senior management of the company shall notify the Secretary of the board of directors and the senior management of the company in writing of the possible transaction of the company’s derivative stocks, And prompt relevant risks.
Article 8 the directors, supervisors and senior managers of the company shall report to the company and the Secretary of the board of directors within 2 trading days from the date of the transaction of the company’s securities and the change of the company’s shares held by them, and the Secretary of the board of directors shall organize the Office of the board of directors to fill in online through the website designated by the Shanghai Stock Exchange within 2 working days in accordance with the requirements of the Shanghai Stock Exchange.
Article 9 the directors, supervisors and senior managers of the company shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to the Shanghai Stock Exchange and China Clearing Shanghai Branch, agree that the Shanghai Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 10 the company shall, in accordance with the requirements of Shanghai Branch of China Clearing Corporation, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time.
Chapter III calculation of the transferable amount of the company’s shares held
Article 11 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 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.
Article 12 the number of transferable shares of the directors, supervisors and senior managers of the company shall be calculated based on the shares of the company held by them at the end of the previous year. 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.
Article 13 for all kinds of newly added shares within the year formed by the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of convertible bonds into shares through the secondary market, exercise of rights, agreement transfer in the securities accounts of directors, supervisors and senior managers of the company, the newly added 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 number of shares of the company held by directors, supervisors and senior managers increases due to the equity distribution of the company, the transferable amount of the current year can be increased in the same proportion.
Article 14 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, the implementation of equity incentive plan and other circumstances, the company shall, when going through the procedures of share change registration or exercise, Apply to Shanghai Stock Exchange and China Clearing Shanghai branch to register the shares held by relevant personnel as shares with limited sales conditions.
Article 15 after the shares held by the directors, supervisors and senior managers of the company with limited sales conditions meet the conditions for lifting the restrictions, they can entrust the company to apply to the Shanghai Stock Exchange and China Clearing Shanghai Branch for lifting the restrictions.
Article 16 during the period of stock lock-in, the shares of the company held by directors, supervisors and senior managers shall enjoy the voting rights, usufruct rights, preemptive placement rights and other relevant rights and interests according to law.
Article 17 after the directors, supervisors and senior managers leave their posts and entrust the company to declare their personal information, the Shanghai Stock Exchange will lock all the shares they hold and add to the company within 6 months from the date of their resignation, and automatically unlock all the shares they hold with no sales conditions of the company after the expiration of the period.
Chapter IV circumstances in which trading of the company’s shares is prohibited
Article 18 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 47 of the securities law. If they sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds therefrom shall belong to the company, and the board of directors of the company shall recover the proceeds and disclose the relevant information in a timely manner.
The above “sell within 6 months after buying” refers to those sold within 6 months from the time point of the last purchase, “buy again within 6 months after selling” refers to those bought again within 6 months from the time point of the last sale.
Article 19 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, CSRC and Shanghai Stock Exchange.
Article 20 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 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 laws, regulations, CSRC and Shanghai Stock Exchange.
Article 21 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 China Securities Regulatory Commission, Shanghai Stock Exchange or the company according to the principle of substance over form, which 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 8 of this system shall apply.
Chapter V disclosure of holding and trading of the company’s shares
Article 22 the directors, supervisors and senior managers of the company shall report to the company and the Secretary of the board of directors within 2 trading days of buying and selling the company’s shares and their derivatives. The Secretary of the board of directors of the company shall organize to report to the Shanghai Stock Exchange within 2 working days and make an announcement on the website designated by the Shanghai 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 Shanghai Stock Exchange.
If the directors, supervisors, senior managers and the board of directors of the company refuse to declare or disclose, they shall turn over the ownership and publicly disclose the above information on their designated website.
Article 23 the directors, supervisors and senior managers of the company shall abide by the provisions of the securities law. If they sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds therefrom shall belong to the company. The board of directors of the company shall disclose the following contents in a timely manner:
(I) illegal trading of the company’s shares by relevant personnel;
(II) remedial measures taken by the company;
(III) the calculation method of income and the recovery of income by the board of directors;
(IV) other matters required to be disclosed by the Shanghai Stock Exchange.
Article 24 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 25 If the directors, supervisors and senior managers of the company hold, buy and sell the company’s shares in violation of laws and regulations and fail to timely perform relevant reporting obligations, in addition to being punished or punished by the securities regulatory authorities according to law, the company will investigate the responsibilities of the parties within the scope permitted by laws and regulations according to the seriousness of the circumstances.
Chapter VI supplementary provisions
Article 26 the senior managers referred to in this system refer to the general manager, deputy general manager, chief financial officer and Secretary of the board of directors.
Article 27 If the matters stipulated in this system conflict with the provisions of the amended laws, administrative regulations and normative documents, the provisions of the amended laws, regulations and normative documents shall prevail.
Article 28 the system shall come into force from the date of approval by the board of directors of the company.
Article 29 the system shall be interpreted and revised by the board of directors of the company.
