Estun Automation Co.Ltd(002747)
Management system for directors, supervisors and senior managers to hold and buy and sell shares of the company (March 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the holding and trading of the company's shares by the directors, supervisors and senior managers of Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company" or "the company"), 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 management rules on the shares held by directors, supervisors and senior managers of listed companies and their changes, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "standardized operation guidelines"), the stock listing rules of Shenzhen Stock exchange (hereinafter referred to as the "Stock Listing Rules") This system is formulated in combination with the actual situation of the company and other laws, administrative regulations, departmental rules and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 - share change management, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, as well as the relevant provisions of Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association").
Article 2 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.
Where the company's directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to Shenzhen Stock Exchange. The directors, supervisors and senior managers of the company shall not engage in margin trading with the company's shares as the underlying securities.
Article 3 the term "senior managers" in this system refers to the general manager, deputy general manager, person in charge of Finance and the Secretary of the board of directors of the company specified in the articles of association.
Article 4 before buying and selling the company's shares and their derivatives, the directors, supervisors, senior managers and securities affairs representatives of the company shall be aware of the company law, securities law and other laws and regulations, as well as the provisions on insider trading, market manipulation, short-term trading and other prohibited acts in the stock listing rules, standardized operation guidelines and other relevant provisions of Shenzhen Stock Exchange, and shall not conduct illegal and illegal transactions.
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) directors, supervisors and senior managers of the company within six months from the date of actual departure;
(III) the directors, supervisors and senior managers of the company 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, and less than six months have passed since the CSRC filed the case for investigation or the judicial organ filed the case for investigation, as well as after the administrative punishment decision and criminal judgment were made;
(V) 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 three months;
(VI) other circumstances stipulated by laws and regulations, CSRC and Shenzhen Stock Exchange.
If the company may be involved in major illegal compulsory delisting as stipulated in the listing rules, its controlling shareholders, actual controllers, directors, supervisors, senior managers and persons acting in concert of the above subjects shall not reduce the shares of the company from the date of the prior notice of relevant administrative punishment or judicial decision to the occurrence of any of the following circumstances:
(I) delisting and delisting of the company's shares;
(II) the company has received the corresponding administrative punishment decision of the relevant administrative organ or the effective judicial judgment of the people's court, which shows that the company has not involved in major illegal compulsory delisting.
If the company discloses that there is no controlling shareholder or actual controller, its largest shareholder and the actual controller of the largest shareholder shall abide by the provisions of the preceding paragraph.
Article 6 the directors, supervisors and senior managers of the company shall not buy or sell the company's shares and their derivatives 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 stipulated by the Shenzhen Stock Exchange and the CSRC.
Article 7 the directors, supervisors and senior managers of the company shall abide by the relevant provisions of the securities law. After legally buying or selling the company's shares or other equity securities in accordance with the relevant provisions of laws and regulations, reverse trading is prohibited within 6 months, that is, they cannot sell or buy within 6 months after buying.
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 8 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 9 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 six 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 company's shares held by him shall not be transferred within six months from the date of actual resignation;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
Article 10 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) the securities affairs representative of the company and his / her spouse, parents, children, brothers and sisters;
(IV) 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, senior managers and securities affairs representatives 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 26 of the system shall apply.
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 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 data and information of the shares held by the company, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of shares of the company by the directors, supervisors and senior managers.
Article 15 before buying and selling the company's shares and their derivatives, the company's directors, supervisors, senior managers, securities affairs representatives and their spouses shall notify the Secretary of the company's board of directors in writing of their trading plans. The Secretary of the company's board of directors shall check the progress of the company's information disclosure and major matters. If the trading behavior may violate the company law and the securities law The Secretary of the board of directors shall timely notify the directors, supervisors, senior managers and securities affairs representatives of the company to be traded in writing and remind them of relevant risks in accordance with the administrative measures for the acquisition of listed companies, the stock listing rules, the guidelines for standardized operation, other relevant provisions of Shenzhen stock exchange and the articles of association.
Article 16 the directors, supervisors, senior managers and securities affairs representatives of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare.
Article 17 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 Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "securities registration company") to register the shares held by relevant personnel as shares with limited sales conditions.
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, the directors, supervisors and senior managers may entrust the company to apply to the Shenzhen Stock Exchange and the securities registration company for lifting the restrictions on sales after the conditions for lifting the restrictions on sales are met. After the restricted securities registration is lifted, the 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 automatically locked.
Article 20 during the lock-in period, 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, will not be affected.
Article 21 on the first trading day of each year, a securities registration company shall take the shares of the company listed on the Shenzhen Stock Exchange registered in the name of the company's directors, supervisors and senior managers on the last trading day of the previous year as the base, and calculate the legal limit of transferable shares of the current year at 25%; 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 the balance of the company's shares held by an account is less than 1000 shares, the amount of transferable shares in the current year is the number of shares of the company held by it.
If the company's shares held by directors, supervisors and senior managers change due to the company's equity distribution, capital reduction and share reduction, the amount of transferable shares will be changed accordingly this year.
Article 22 If the company intends to re appoint its directors, supervisors and senior managers as its directors, supervisors and senior managers within three years after leaving office, the company shall report the reasons for the appointment and the trading of the company's shares after the above-mentioned personnel leave office to Shenzhen Stock Exchange in writing five trading days in advance. If Shenzhen Stock Exchange does not raise any objection within five trading days from the date of receiving the relevant materials, the company can submit it to the board of directors or the general meeting of shareholders for deliberation.
Article 23 the directors, supervisors, senior managers and securities affairs representatives of the company shall entrust the company to report their personal identity information (including name, ID card number, etc.) to Shenzhen Stock Exchange and securities registration company within the following time:
(I) directors, supervisors, senior managers and securities affairs representatives when the company is listed apply for initial registration of shares;
(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 trading days after the board of Directors approves the appointment of the new senior management;
(IV) within two trading days after the new securities affairs representative is approved by the company;
(III) current directors, supervisors, senior managers and securities affairs representatives within two trading days after the change of their declared personal information;
(VI) the current directors, supervisors, senior managers and securities affairs representatives shall, within 2 trading days after leaving office;
(VII) other time required by Shenzhen Stock Exchange.
Article 24 the directors, supervisors and senior managers of the company shall make disclosure on the website designated by Shenzhen stock exchange through the board of directors within two trading days of trading the shares and derivatives of the company. The disclosure includes:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
(III) number of shares held after this change;
(IV) other matters required to be disclosed by Shenzhen Stock Exchange.
If the directors, supervisors, senior managers and the board of directors refuse to disclose, the Shenzhen Stock Exchange shall publicly disclose the above information on the designated website.
Article 25 the company and its directors, supervisors, senior managers and securities affairs representatives shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to the Shenzhen Stock Exchange and the securities registration company, and agree with Shenzhen
