Article 1 in order to regulate the management of the shares and their changes held by the directors, supervisors and senior managers of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company” or “the company”), in accordance with the company law, the securities law and the rules for the management of the shares and their changes held by the directors, supervisors and senior managers of listed companies (hereinafter referred to as “the management rules”) This system is hereby formulated in accordance with the provisions of laws, administrative regulations and rules, such as the guidelines for the management of the company’s shares held by the directors, supervisors and senior managers of listed companies on the Shanghai Stock Exchange, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on the Shanghai Stock Exchange, and the guidelines for self discipline supervision of listed companies on the Shanghai Stock Exchange No. 8 – management of share changes.
Article 2 the directors, supervisors and senior managers of the company shall abide by this system. Article 3 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.
If the directors, supervisors and senior managers of the company make commitments on the proportion of shares held, holding period, change method, change quantity, change price, etc., they shall strictly fulfill the commitments made.
Article 4 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 5 in case of any of the following circumstances of the company, which touches the warning standard of delisting risk, the directors, supervisors and senior managers of the company and their persons acting in concert shall not reduce their holdings of the company’s shares from the date of relevant decisions to the date of termination or resumption of listing of the company’s shares:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information;
(II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
(III) other major illegal delisting situations.
Article 6 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company 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, from 30 days before the original announcement date to 1 day before the final announcement;
(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 prescribed by the CSRC and the Shanghai Stock Exchange. Article 7 If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall 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 (except for changes in shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.):
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares held by the company;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of laws, administrative regulations, departmental rules, normative documents and the business rules of Shanghai Stock Exchange on the transfer of directors, supervisors and senior managers’ shares.
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, which is not limited by the transfer proportion in Item (I) of the preceding paragraph. Article 8 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 articles 4, 6 and 11 of the system.
Article 9 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 the 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 10 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 11 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 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 resulting income shall belong to the company, and the board of directors of the company shall recover their income and disclose the relevant information in time. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC. 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.
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.
Twelfth directors, supervisors and senior managers of the company shall entrust the Secretary of the board of directors of the company to declare their personal information, including their personal, spouse, parents, children and the owner’s identity of the account holder (including, but not limited to, name, duty, ID number, securities account, departure time, etc.) from the Shanghai stock exchange website: (I) directors of the new 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, within 2 trading days after the change of their declared personal information or after leaving office;
(V) other time required by Shanghai Stock Exchange.
Article 13 before trading 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 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 Shanghai Stock Exchange, articles of association and commitments made by them, The Secretary of the board of directors shall timely notify the relevant directors, supervisors and senior managers in writing and remind them of the relevant risks.
Article 14 Where the directors, supervisors and senior managers of the company reduce their shares through centralized bidding trading, they shall report to the Securities Department of the company 15 trading days before the first sale of shares, and the securities department shall report the reduction plan to the Shanghai stock exchange for filing and make an announcement.
The contents of the reduction plan specified in the preceding paragraph shall include but not limited to the number, source, reduction time interval, method, price interval, reduction reasons and other information of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed 6 months.
Article 15 within the time period of reduction, the directors, supervisors and senior managers of the company shall disclose the progress of reduction when the number of reduction is more than half or the time of reduction is more than half.
If the company discloses major issues such as high-tech transfer or planning merger and reorganization within the reduction time period, the directors, supervisors and senior managers of the company shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major issues.
Article 16 Where the directors, supervisors and senior managers of the company reduce their shares through centralized bidding trading of Shanghai Stock Exchange, they shall announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval.
Article 17 Any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the Secretary of the board of directors of the company and disclosed on the website of Shanghai Stock Exchange within 2 trading days at the latest. 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, price and reason of this share change;
(V) the number of shares held after the change;
(VI) other matters required to be disclosed by Shanghai Stock Exchange.
Article 18 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 19 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy, timeliness and completeness of the data they declare. It is agreed that Shanghai Stock Exchange shall timely announce the changes of the shares held by relevant personnel in the company. If the management rules are violated due to the failure to report in time or the error of the report, the consequences and responsibilities arising therefrom shall be borne by the directors, supervisors and senior managers themselves.
Article 20 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 21 Where the company stipulates, through the articles of association, a longer period of prohibition on the transfer of its shares held by directors, supervisors and senior managers, a lower proportion of transferable shares or other restrictions on the transfer, it shall report to the Shanghai Stock Exchange in time.
Article 22 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions; In case of any conflict between this system and the laws, regulations, normative documents issued in the future or the articles of association modified by legal procedures, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail. Article 23 the board of directors of the company is responsible for the interpretation and modification of this system.
Article 24 this system shall be implemented from the date of adoption by the board of directors of the company, and the same shall apply to its modification.