Guangdong Ellington Electronics Technology Co.Ltd(603328)
Shares of the company held by directors, supervisors and senior managers
And its change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as the “company”) and their changes, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the rules for the management of the shares held by the directors, supervisors and senior managers of listed companies and their changes This system is formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents such as the Listing Rules of Shanghai Stock Exchange and the articles of association.
Article 2 this system is applicable to directors, supervisors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their name. If they are engaged in margin trading, they also include the shares of the company recorded in their credit account.
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 prohibitions of insider trading, market manipulation, short-term trading and other laws, regulations and normative documents such as the company law and the securities law, and shall not conduct illegal transactions.
Chapter II information declaration
Article 4 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 information of the shares held by the company. Under the leadership of the Secretary of the board of directors, the office of the board of directors uniformly handles the online declaration of their personal information for the above-mentioned personnel, and regularly checks the disclosure of the trading of shares of the company by the directors, supervisors and senior managers.
Fifth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare or update personal information in time (including, but not limited to, name, duty, ID number, securities account, departure time, etc.) through the Shanghai stock exchange website.
（1） Within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or employee congress);
（2） Within 2 trading days after the new senior management is approved by the board of directors;
（3） The current directors, supervisors and senior managers shall change their declared personal information within 2 trading days;
（4） The current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
（5） Other time required by Shanghai Stock Exchange.
The above declaration shall be regarded as the application submitted by relevant personnel to Shanghai stock exchange for the management of their shares in the company in accordance with relevant regulations.
Article 6 the directors, supervisors and senior managers of the company shall guarantee the truthfulness, accuracy, timeliness and completeness of the information they declare, and bear the legal liabilities arising therefrom.
Article 7 after the directors, supervisors and senior managers entrust the company to declare their personal information, the Shanghai Stock Exchange shall lock all or part of the company’s shares registered in their securities accounts according to their declaration data.
Article 8 Where, due to the public or non-public issuance of shares, the implementation of equity incentives and other circumstances, the company makes additional transfer price, additional performance evaluation conditions, set restricted sales period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers, the company shall, when going through the procedures of share change registration or exercise of rights, Apply to Shanghai Stock Exchange to register the shares of the company held by relevant personnel as shares with limited sales conditions.
Article 9 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 Shanghai stock exchange for the lifting of the restrictions when the conditions for lifting the restrictions are met.
Article 10 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 right of return, voting right and preemptive placement right, shall not be affected.
Chapter III provisions prohibiting the trading of company shares
Article 11 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
（1） Within one year from the date of listing and trading of shares;
（2） Within half a year after the resignation of directors, supervisors and senior managers;
（3） Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; （4） Other circumstances stipulated by laws, regulations, CSRC and Shanghai Stock Exchange.
Article 12 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares during the following periods: (1) if the announcement date is delayed due to special reasons within 30 days before the announcement of the annual report and semi annual report of the listed company, it shall be from 30 days before the original announcement date to the final announcement date;
(II) within 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
（3） Major events that may have a great impact on the trading price of the company’s securities and their derivatives
From the date of occurrence or during the decision-making process to the date of disclosure according to law;
（4） Other periods stipulated by Shanghai Stock Exchange.
Article 13 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law, sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling, and the proceeds therefrom shall belong to the company. The board of directors of the company shall recover the proceeds and disclose the relevant information in a timely manner.
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 14 the directors, supervisors and senior executives of the company shall ensure that the following natural persons, legal persons or other organizations do not buy or sell the company’s shares and their derivatives due to the knowledge of insider information:
（1） Spouses, parents, children, brothers and sisters of directors, supervisors and senior executives of the company;
（2） Legal persons or other organizations controlled by directors, supervisors and senior executives of the company;
（3） Other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission and Shanghai stock exchange according to the principle of substance over form, who have special relations with the company or its directors, supervisors and senior executives and may get inside information.
Article 15 as insiders of the company’s inside information, directors, supervisors and senior managers of the company shall not buy or sell the company’s shares, disclose the information, or suggest others to buy or sell the company’s shares before the inside information is made public.
Article 16 where shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, the provisions of Article 13 of this system shall apply.
Chapter IV provisions on the number of shares of transferable companies
Article 17 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 changes in 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 18 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 Article 11 of the system.
Article 19 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, 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 distribution of dividends, shares and other rights and interests of the company, the transferable quantity of the current year can be increased in the same proportion.
Article 20 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 cannot be freely reduced in the next year, which 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 21 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of the trading plan before trading the company’s shares and their derivatives. The Secretary of the board of directors shall, according to the company’s information disclosure and the progress of major events, give corresponding compliance tips on the trading behavior of directors, supervisors and senior managers in writing.
Chapter V Information Disclosure
Article 22 in case of any change in the shares of the company held by the directors, supervisors and senior managers of the company, they shall report to the company within 2 trading days from the date of the occurrence of the fact, and the company shall report and disclose it on the website of Shanghai Stock Exchange. The disclosure includes:
（1） The number of shares held by the company at the end of the previous year;
（2） The date, quantity and price of each share change from the end of last year to before this change;
（3） Number of shares held before this change;
（4） Date, quantity and price of this share change;
（5） The number of shares held after the change;
（6） Other matters required to be disclosed by Shanghai Stock Exchange.
Article 23 when the shares held by the directors, supervisors and senior managers of the company and their change proportion reach the provisions of the measures for the administration of the acquisition of listed companies, they shall perform the obligations of reporting and disclosure in accordance with the provisions of laws, regulations and normative documents.
Article 24 the board of directors of the company shall disclose the following contents in a timely manner when the directors, supervisors and senior executives of the company are in the situation of Article 13 of these measures:
（1） The illegal trading of the company’s shares by relevant personnel;
（2） Remedial measures taken by the company;
（3） The calculation method of income and the specific situation of income recovery by the board of directors;
（4） Other matters required to be disclosed by Shanghai Stock Exchange.
Chapter VI Legal Liability
Article 25 If the company’s directors, supervisors and senior managers violate the provisions of this system and buy and sell the company’s shares in violation of regulations, the Secretary of the board of directors of the company shall immediately report to Shanghai Stock Exchange and Guangdong securities regulatory bureau after learning the relevant information. Relevant responsible persons shall explain the violations and submit them to the above regulatory authorities for filing, and bear corresponding responsibilities in accordance with relevant laws and regulations.
Article 26 Where the directors, supervisors and senior managers of the company violate the provisions of this system and conduct share trading in violation of regulations, unless the responsible person provides sufficient and reasonable evidence to prove that his behavior is not his true intention. Otherwise, the company may investigate the responsibilities of the parties in the following ways:
（1） The proceeds from the illegal trading of shares of the company by directors, supervisors and senior managers shall be owned by the company, and the board of directors of the company shall be responsible for recovering the proceeds;
（2） If it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
（3） Those who violate relevant laws and regulations of the state may be transferred to judicial organs according to law and investigated for corresponding responsibilities.
Chapter VII supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with the relevant provisions of relevant national laws, administrative regulations and normative documents.
Article 28 the board of directors is responsible for formulating, revising and interpreting this system.
Article 29 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
Guangdong Ellington Electronics Technology Co.Ltd(603328) April 2022
