Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Material Co., Ltd
Shares held by directors, supervisors, senior managers and controlling shareholders
Special management system for shares and their changes of the company
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors, senior managers and controlling shareholders of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as “the company”) and their changes, and further clarify the management procedures, in accordance with the company law, the securities law, the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes of the Shenzhen Stock Exchange These measures are formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 – management of share changes.
Article 2 the directors, supervisors, senior managers and controlling shareholders of the company shall abide by these measures. 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 of the company law, the securities law and other laws, administrative regulations, departmental rules, normative documents and other laws, regulations on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Article 4 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 provisions on information declaration
Article 5 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 6 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information of their individuals and their relatives (including spouses, parents, children, brothers and sisters, etc.) to the Shenzhen Stock Exchange within the following time (including name, position, ID card number, securities account, departure time, etc.):
(I) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(II) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(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 leave office within 2 trading days;
(V) other time required by SZSE.
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 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 the company shall, in accordance with the requirements of the registration and settlement company, confirm the share related information of the company’s directors, supervisors, senior managers and their relatives, and feed back the confirmation results in time.
Article 9 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.
Chapter III provisions on the purchase and sale of the company’s shares
Article 10 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plans before trading the shares of the company. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the transaction may violate the provisions of the company law, the securities law, the measures for the administration of the acquisition of listed companies, the stock listing rules, the guidelines for standardized operation, other relevant provisions of the Shenzhen Stock Exchange and the articles of association, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers of the proposed transaction in writing, And prompt relevant risks.
Article 11 the directors, supervisors and senior managers of the company shall make disclosure on the website of Shenzhen stock exchange through the board of directors of the company within 2 trading days of trading the shares and derivatives of the company. The disclosure contents include: (I) the number of shares held before this change;
(II) date, quantity and price of this share change;
(III) the number of shares held after the change;
(IV) other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 12 the company shall disclose in its periodic report the trading of the company’s shares by directors, supervisors and senior managers during the reporting period, including:
(I) the number of shares of the company held at the beginning of the reporting period;
(II) the number of shares purchased and sold during the reporting period;
(III) the number of shares held by the company at the end of the reporting period;
(IV) whether the directors, supervisors and senior managers have bought or sold the company’s shares in violation of laws and regulations during the reporting period and the corresponding measures taken;
(V) other matters required to be disclosed by the Shenzhen Stock Exchange.
Chapter IV provisions prohibiting the trading of the company’s shares
Article 13 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 6 months after the resignation of directors, supervisors and senior managers;
(III) the directors, supervisors and senior managers promise not to transfer their shares of the company within a certain period of time and within that period;
(IV) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 14 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 of the annual report and semi annual report 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 of major events that may have a great impact on the trading price of the company’s shares and their derivatives, or from the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods specified by the Shenzhen Stock Exchange.
Article 15 if the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company violate the relevant provisions of the securities law and sell their shares of the company or other equity securities within 6 months after buying, or buy them again within 6 months after selling, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
(I) illegal trading by relevant personnel;
(II) treatment 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.
The provisions of the preceding paragraph are not applicable to directors, supervisors and senior managers who have reduced their holdings of the company’s shares within six months and purchased the company’s shares through directional asset management of securities companies and fund management companies. The shares of the company purchased through the above methods shall not be reduced within 6 months.
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.
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 16 Where the company, in accordance with the provisions of the articles of association, stipulates a longer period of prohibition on transfer, a lower transferable proportion or other restrictions on transfer of its shares held by directors, supervisors, senior managers and their spouses, it shall timely report to the Shenzhen Stock Exchange, and the registration and Clearing Company shall lock its shares in accordance with the locking proportion determined by the Shenzhen Stock Exchange.
Article 17 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;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers;
(III) other natural persons, legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company according to 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 provisions on restrictions on the trading of the company’s shares
Article 18 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 19 in the securities accounts of directors, supervisors and senior managers, new shares with unlimited sales conditions during the year shall be automatically locked at 75% by means of purchase in the secondary market, convertible bonds into shares, exercise of rights, agreement transfer, etc., and the new shares with limited sales conditions shall be included in the calculation base of transferable shares of the next year.
Article 20 on the first trading day of each year, the company’s shares listed on the Shenzhen Stock Exchange registered in the name of directors, supervisors and senior managers on the last trading day of the previous year shall be taken as the base, and the legal limit of transferable shares in the current year shall be calculated at 25% of the base; 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 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 equity distribution of the company, the amount of transferable shares in the current year shall be changed accordingly.
Article 21 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 and the implementation of equity incentive plan, the company shall apply to Shenzhen Stock Exchange and registration and Clearing Company for the transfer of directors The shares of the company held by supervisors and senior managers are registered as shares with limited sales conditions, and the newly added shares with limited sales conditions are included in the calculation base of transferable shares of the next year. When the conditions for lifting the restrictions are met, 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. 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 directors, supervisors and senior managers of the company, and the remaining shares will be locked automatically.
Chapter VI share locking and unlocking
Article 22 when the directors, supervisors and senior managers of the company leave their posts, they shall timely entrust the company to report the leaving information to the Shenzhen Stock Exchange and handle the locking and unlocking of shares.
Article 23 after the company reports the resignation information of directors, supervisors and senior managers to Shenzhen Stock Exchange, all the shares held and newly added by the outgoing personnel will be locked.
Article 24 six months after the actual departure of the outgoing personnel, all the shares of the company with unlimited sales conditions held by the outgoing personnel will be unlocked; However, if the CSRC and the exchange have other provisions on resignation before the expiration of the term of office, the relevant provisions shall prevail.
Chapter VII other relevant provisions
Article 25 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 26 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 27 If the directors, supervisors and senior managers of the company are nominated as candidates for directors, supervisors and senior managers again within three years after leaving office, the company shall disclose the reasons for appointment and the trading of shares of the company after the relevant personnel leave office.
Chapter VIII on controlling shareholders and actual controllers of the company
Special provisions
Article 28 the controlling shareholders and actual controllers shall not use other people’s accounts or provide funds to others to buy and sell the shares of the company.
Article 29 the controlling shareholders and actual controllers shall strictly abide by the legal provisions on share transfer and various commitments made, and try their best to maintain the stability of the company’s equity structure.
Article 30 when buying and selling shares of the company, the controlling shareholders and actual controllers shall strictly abide by the principle of fair information disclosure and shall not use undisclosed material information to seek benefits.
Article 31 when buying and selling shares of the company, the controlling shareholders and actual controllers shall perform the examination and approval procedures and information disclosure obligations in strict accordance with laws, administrative regulations, departmental rules, normative documents and relevant provisions of Shenzhen Stock Exchange, and shall not evade the examination and approval procedures and information disclosure obligations in any way.
Article 32 the controlling shareholders, actual controllers and enterprises under their control shall abide by the provisions of the administrative measures for the acquisition of listed companies when buying and selling the shares of the company.
Article 33 when transferring the control right of the company, the controlling shareholders and actual controllers shall pay attention to coordinating the replacement of new and old shareholders and ensuring the directors of the company
