The management system for the holding and trading of shares of the company by directors, supervisors and senior managers chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Ife Elevators Co.Ltd(002774) (hereinafter referred to as “the company” or “the company”) and their changes, and maintain the order of the securities market, 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”) Laws, regulations and normative documents such as the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes, the rules for the listing of shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies in Shenzhen Stock Exchange No. 10 – management of share changes, As well as the relevant provisions of the articles of association, this system is hereby formulated in combination with the actual situation of the company.
Article 2 this system is applicable to the management of the company’s directors, supervisors, senior managers, natural persons, legal persons or other organizations specified in Article 25 of this system and shareholders holding more than 5% of the company’s shares holding and trading the company’s shares.
Article 3 the senior managers mentioned in this system refer to the senior managers of the company appointed by the board of directors and other senior managers of the company (if any) specified in the articles of association. Article 4 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.
Where the directors, supervisors and senior managers of a listed company engage in margin trading, they also include the shares of the company recorded in their credit accounts.
Article 5 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall know and abide by 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 engage in illegal transactions.
Article 6 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.
Chapter II holding and reporting requirements
Article 7 the company and its directors, supervisors and senior managers shall ensure that the data reported 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 “China Shenzhen registration”) are true, accurate, timely and complete, and agree that Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, And bear the legal liability arising therefrom.
Article 8 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to the Shenzhen Stock Exchange within the following time (including name, position, ID card number, certificate account, departure time, etc.):
(I) when the company’s directors, supervisors and senior managers apply for stock listing;
(II) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (IV) the current directors, supervisors and senior managers of the company within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers of the company within 2 trading days after leaving office;
(VI) other time required by Shenzhen Stock Exchange.
The above declaration information is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 9 Where the company issues shares, implements equity incentive plan and other circumstances, and imposes additional transfer price, additional performance assessment conditions, set restricted sales period and other restrictive conditions on the transfer of shares held by directors, supervisors and senior managers, the company shall apply to Shenzhen Stock Exchange when going through the procedures of share change registration, and China Shenzhen registration shall register the shares held by relevant personnel as shares with limited sales conditions.
Article 10 Where a company’s directors, supervisors, senior managers and securities affairs representatives have multiple securities accounts, they shall be merged into one account in accordance with the provisions of China Shenzhen registration; Before merging accounts, csdcr will lock and unlock each account according to regulations.
Article 11 the company shall, in accordance with the requirements of China Shenzhen registration, confirm the information related to the share management of directors, supervisors, senior managers, securities affairs representatives and their relatives, and feed back the confirmation results in time. Chapter III General principles and provisions for trading the company’s shares
Article 12 before buying and selling the shares of the company, 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 the company law, the securities law, the measures for the administration of the acquisition of listed companies, the relevant provisions of the Shenzhen Stock Exchange and the articles of association, The Secretary of the board of directors shall timely notify relevant directors, supervisors and senior managers in writing.
Article 13 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 caused by judicial enforcement, inheritance, legacy, legal division of property, etc. When the company’s directors, supervisors and senior managers hold no more than 1000 shares of the company, they can transfer all of them at one time without being limited by the transfer proportion in the preceding paragraph.
Article 14 on the first trading day of each year, the legal limit of transferable shares in the current year shall be calculated at 25% based on the company’s shares registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year; At the same time, China Shenzhen registration unlocked the tradable shares held by this person within the limit of transferable shares of this year with unlimited sales conditions.
When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When an account holds less than 1000 shares of the company, the amount of transferable shares in the current year is the number of shares of the company it holds. If the shares of the company 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 in the current year shall be changed accordingly.
Article 15 Where the shares of the company 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 Shenzhen Stock Exchange and China Shenzhen registration for the lifting of sales restrictions after the conditions for lifting sales restrictions are met.
Article 16 during the period of stock lock-in, 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, shall not be affected.
Article 17 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the Shenzhen Stock Exchange shall send their declaration data to China Shenzhen registration and lock the shares of the company registered in the securities account opened under their ID card number.
In the securities accounts of directors, supervisors and senior managers of companies that have been listed for more than one year, 75% of the company’s shares with unlimited sales conditions newly added during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer will be automatically locked; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year. The newly added shares in the securities accounts of directors, supervisors and senior managers of companies that have been listed for less than one year shall be automatically locked at 100%.
Article 18 If the directors, supervisors and senior managers of the company are suspected of illegal transactions, China Shenzhen registration will lock the shares of the company registered in their names in accordance with the requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange.
Article 19 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.
Article 20 when leaving office, the directors, supervisors and senior managers of the company shall timely entrust the company in writing to report the leaving information to the Shenzhen Stock Exchange and handle the locking and unlocking of shares.
Article 21 after the company’s directors, supervisors and senior managers leave office and entrust the company to declare their personal information, China Shenzhen registration will lock all the shares they hold and add to the company within 6 months from the date of their declaration of departure, and automatically unlock all the shares they hold without sale conditions of the company after expiration.
Chapter IV prohibited trading of shares
Article 22 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 one 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 their shares of the company within a certain period of time and are still within the commitment period;
(IV) other circumstances stipulated by laws, regulations, the CSRC and the stock exchange.
Article 23 the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall abide by the relevant provisions of the Securities Law on short-term trading. If they sell their shares of the company within 6 months after buying or buy them within 6 months after selling in violation of the relevant provisions, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds.
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.
Article 24 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, 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 when major events that may have a great impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 25 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 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.
Chapter V behavior disclosure
Article 26 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 natural persons, legal persons or other organizations 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 personnel, and regularly checking the disclosure of their purchase and sale of the company’s shares.
Article 27 Any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the company within 2 trading days from the date of the occurrence of the fact, and the board of directors of the company shall make an announcement on the website designated by the Shenzhen 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) the number of shares of the company held before the change;
(IV) date, quantity and price of this share change;
(V) the number of shares held after this change;
(VI) other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 28 in case of any situation as set forth in Article 23 of this system among the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of 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 specific situation of income recovery by the board of directors;
(IV) other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 29 when the company’s directors, supervisors and senior managers hold the company’s shares and their change proportion reaches the provisions of the administrative measures for the acquisition of listed companies, they shall perform the obligations of reporting and disclosure in accordance with the administrative measures for the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules. Chapter VI punishment
Article 30 if the directors, supervisors, senior managers of the company, natural persons, legal persons or other organizations, or shareholders holding more than 5% of the company’s shares in violation of the system buy and sell the company’s shares, the proceeds therefrom shall belong to the company, and the board of directors of the company shall be responsible for recovering the proceeds. If the circumstances are serious, the company will punish the relevant responsible person or hand it over to the relevant department for punishment.
Chapter VII supplementary provisions
Article 31 matters not covered in this system shall be handled with reference to the company’s system.
Article 32 the board of directors of the company reserves the right to interpret this system.
Article 33 the system shall come into force and be implemented from the date of deliberation and adoption by the board of directors.
Ife Elevators Co.Ltd(002774) April 6, 2002
