Rules for the management of the shares of the company held by directors, supervisors and senior managers and their changes, April 2002
Rules for the management of shares held by directors, supervisors and senior managers and their changes
(reviewed and adopted at the 12th meeting of the 8th board of directors)
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) and their changes, These rules are formulated in accordance with the regulations of the China Securities Regulatory Commission on the management of shares held by directors, supervisors and senior managers of listed companies and their changes, the Shenzhen Stock Exchange’s self regulatory guidelines for listed companies No. 10 – management of changes in shares and other relevant normative documents, as well as the articles of association, and in combination with the actual situation of the company.
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.
Article 3 the directors, supervisors and senior managers of the company shall be fully aware of these rules and the provisions of the company’s information disclosure management, and shall not engage in insider trading, market manipulation and other acts, or conduct illegal transactions in the process of trading the company’s shares and their derivatives.
Article 4 the directors, supervisors and senior managers of a listed company shall entrust the company to report the identity information (including name, position, ID card number, securities account, time of departure, etc.) of their individuals and their close relatives (including spouse, parents, children, brothers and sisters, etc.) to Shenzhen stock exchange within the following time: (I) new directors Within two trading days after the general meeting of shareholders (or workers’ Congress) approves his / her appointment;
(II) within two trading days after the board of Directors approves the appointment of the new senior management;
(III) the current directors, supervisors and senior managers change their declared personal information within two trading days;
(IV) the current directors, supervisors and senior managers shall leave office within two trading days;
(V) other time required by Shenzhen Stock Exchange.
The company and its directors, supervisors and senior managers shall truthfully report the shares of the company they bought and sold, ensure the authenticity, accuracy, timeliness and completeness of the reported data, and bear the legal liabilities arising therefrom.
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 half a year after the resignation of directors, supervisors and senior managers;
(II) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; (III) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 6 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 they hold, 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 7 on the first trading day of each year, the directors, supervisors and senior managers of the company shall take the A shares and B shares of the company listed on Shenzhen Stock Exchange registered in their names on the last trading day of the previous year as the base, and calculate their transferable amount of the current year at 25%.
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 these rules.
Article 8 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 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 9 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 10 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 two trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of Shenzhen Stock Exchange. The contents of the announcement include:
(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 Shenzhen Stock Exchange.
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 or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the resulting income shall belong to the listed company, and the board of directors of the company shall recover the income and disclose the relevant information in a timely manner.
The term “shares or other securities with equity nature held by directors, supervisors and senior managers” 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.
Article 12 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;
(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 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 CSRC and Shenzhen Stock Exchange.
Article 13 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 14 where shareholders holding more than 5% of the company’s shares buy and sell shares, the provisions of Article 12 of these Rules shall apply.
Article 15 The term “more than” in these rules includes this number, and the term “more than” does not include this number.
Article 16 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. If these rules are inconsistent with the provisions of relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail. Article 17 these Rules shall come into force and implement from the date of adoption by the board of directors of the company, and the board of directors of the company shall be responsible for the interpretation.
Yintai Gold Co.Ltd(000975) April 8, 2002
