Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Management system for the shares of the company held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in order to regulate the behavior of the directors, supervisors and senior managers of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company” or “the company”) in buying and selling the company’s shares and shareholding 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”) This system is formulated in combination with the actual situation of the company, including laws, regulations, normative documents such as the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes, as well as the relevant provisions of the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the directors, supervisors and senior managers of the company shall abide by this system. Their shares of the company refer to all the shares of the company registered in their names.
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 on insider trading, market manipulation, short-term trading and other prohibited acts in laws, regulations, normative documents such as the company law, the securities law, the rules for the Administration of shares held by directors, supervisors and senior managers of listed companies and their changes, and other relevant provisions, No illegal trading is allowed.
Chapter II information declaration and disclosure
Article 4 the Secretary of the board of directors is responsible for managing the identity information 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 5 directors Supervisors and senior managers shall entrust the company to report the identity information of their individuals and their relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “depository and Clearing Company”) (including name, position, ID number, securities account, leaving 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 Shenzhen Stock Exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and registration and Clearing Company to manage their shares of the company in accordance with relevant regulations.
Article 6 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange and the registration and Clearing Company, agree that the Shenzhen 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 7 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the registration and settlement company shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
Article 8 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 registration and settlement company. Before merging the accounts, the registration and settlement company shall lock and unlock each account in accordance with the relevant provisions.
Article 9 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 the trading firm may violate laws, regulations and the articles of association, the Secretary of the board of directors shall timely notify relevant directors Supervisors and senior managers, and prompt relevant risks.
Article 10 the directors, supervisors and senior managers of the company shall report to the company within 2 trading days of buying and selling the company’s shares and their derivatives, and the company shall disclose them on the website designated by the Shenzhen Stock Exchange. 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 the 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 11 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 disclose the reduction plan in advance 15 trading days before the first sale. The contents of the reduction plan of directors, supervisors and senior managers shall include but not limited to: the number and source of shares to be reduced, the time interval, method, price interval and reasons for 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 Shenzhen Stock Exchange. After the implementation of the reduction plan, the directors, supervisors and senior managers shall make an announcement within 2 trading days; If the reduction is not implemented or the reduction plan is not completed within the pre disclosed reduction time interval, it shall be announced within 2 trading days after the expiration of the reduction time interval.
Chapter III changes in shares
Article 12 the shares of the company held by the directors, supervisors and senior managers of a listed company may 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 13 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (I) if the announcement date is delayed due to special reasons within 30 days before the announcement of the company’s annual report and semi annual report, it shall be calculated from 30 days before the original scheduled announcement date;
(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 specified by the Shenzhen Stock Exchange.
Article 14 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) 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 and senior managers and may get inside information.
Article 15 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company they hold; Except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.
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 16 after the company has been listed for one year, 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, the conversion of convertible bonds into shares, the exercise of rights, the transfer by agreement, etc., the new shares with unlimited sales conditions will be automatically locked at 75%, and the new shares with limited sales conditions will be included in the calculation base of transferable shares of the next year.
Article 17 on the first trading day of each year, the registration and settlement company shall take the shares of the company listed on the Shenzhen Stock Exchange registered in the name of the directors, supervisors and senior managers of the company 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.
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 18 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 registration and Clearing Company for lifting the restrictions on sales after the conditions for lifting the restrictions on sales are met. After the restrictions are lifted, the registration and settlement company will automatically unlock the shares within the remaining amount of transferable shares under the names of the company’s directors, supervisors and senior managers, and the remaining shares will be locked automatically.
Article 19 during the lock-in period, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers, such as the usufruct, voting right and preemptive placement right, shall not be affected.
Article 20 the directors, supervisors and senior managers of the company shall not transfer the shares they hold or add to the company within 6 months from the date of actual departure.
Chapter IV other relevant provisions
Article 21 Where the directors, supervisors and senior managers of the company hold the 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 22 for directors, supervisors and senior managers suspected of illegal transactions, the registration and Clearing Company may lock the shares of the company registered in its name in accordance with the requirements of the CSRC and the Shenzhen Stock Exchange. Article 23 If the directors, supervisors and senior managers of the company violate the provisions of this system, unless the relevant parties provide sufficient evidence to the company to make the company believe that the trading behavior in violation of this system is not the expression of the true intention of the parties (such as the illegal use of securities accounts by others, etc.), the company may investigate the responsibilities of the parties in the following ways (including but not limited to):
(I) according to the seriousness of the case, give punishment in the form of warning, circulating a notice of criticism, demotion, dismissal, recommending the board of directors, the general meeting of shareholders or the staff and workers’ Congress to replace the responsible person;
(II) if a director, supervisor or senior manager violates the provisions of this system and buys or sells the company’s shares during the period when it is prohibited to buy or sell the company’s shares, the company shall give sanctions according to the seriousness of the case. If losses are caused to the company, he shall be investigated for corresponding responsibilities according to law;
(III) if a director, supervisor or senior manager, in violation of the provisions of this system, sells his shares of the company within 6 months after buying them, or buys them again within 6 months after selling them, after the company knows these matters, the board of directors shall recover his income and disclose relevant matters in a timely manner in accordance with the relevant provisions of the securities law;
(IV) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation; (V) those who violate the relevant laws and regulations of the state may be transferred to the judicial organ and investigated for criminal responsibility according to law. Article 24 no matter whether the parties express their true intention or not, the company shall keep complete records of the acts and handling of violations of this system; If it is necessary to report or publicly disclose to the securities regulatory authority in accordance with the provisions, it shall report or publicly disclose to the securities regulatory authority in a timely manner.
Chapter V supplementary provisions
Article 25 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 26 the board of directors of the company reserves the right to interpret this system.
Article 27 this system shall come into force from the date of deliberation and approval by the board of directors of the company, and the same shall apply to modification.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
