Management system for shares held by directors, supervisors and senior managers of the company and their changes chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Tong Petrotech Corp(300164) (hereinafter referred to as “the company” or “the company”) and their changes, in accordance with the company law, the securities law, the rules for the management of the shares held by the directors, supervisors and senior managers of listed companies and their changes, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes This system is formulated in accordance with the relevant provisions of laws, regulations, normative documents and the articles of association, such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem. Article 2 this system is applicable to the management of the company’s shares held by the directors, supervisors, senior managers and relevant personnel specified in Article 5 of this system and their changes.
Article 3 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.
Article 4 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 and regulations on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Chapter II prohibited acts of stock trading
Article 5 the shares held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances: (I) the directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period;
(II) if the directors, supervisors and senior managers of the company report their resignation within six months from the date of initial public offering and listing, within 18 months from the date of reporting their resignation; Within 12 months from the date of declaration of resignation if the resignation is declared between the seventh month and the twelfth month from the date of IPO listing; If the employee applies for resignation after the 12th month from the date of IPO listing, it shall be within half a year from the date of application for resignation;
(III) other circumstances stipulated by laws, regulations, the CSRC, the Shenzhen Stock Exchange and the articles of association.
Article 6 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) 10 days before the announcement of the company’s performance;
(III) from the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
(IV) other periods stipulated by Shenzhen Stock Exchange.
The spouses of directors, supervisors and senior managers of the company shall abide by the provisions of the preceding paragraph when buying and selling shares of the company. Article 7 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 company. The board of directors of the company shall recover the income and disclose the following contents in time:
(I) illegal trading of shares by relevant personnel;
(II) remedial measures taken by the company;
(III) details and calculation methods of the board of directors’ income;
(IV) other matters required to be disclosed by Shenzhen Stock Exchange.
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 shares of the company held by the above-mentioned directors, supervisors and senior managers include the shares held by their spouses, parents and children and by using the accounts of others.
If the board of directors of the company fails to implement the above provisions, the shareholders have the right to require the board of directors to implement them within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
Article 8 where shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, it shall be implemented with reference to Article 7 of the system.
Article 9 the directors, supervisors and senior managers of the company shall ensure that the following natural persons, legal persons or other organizations (hereinafter referred to as “relevant personnel”) do not buy or sell the shares and their derivatives of the company due to insider information: (I) spouses, parents, children, brothers and sisters of the directors, supervisors and senior managers of the company;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company according to the principle of substance over form, which have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Article 16 of the system shall apply.
Chapter III information declaration, disclosure and supervision
Tenth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare their personal identity information to the Shenzhen stock exchange and China Clearing Shenzhen branch (including, but not limited to, name, duty, ID number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for initial stock registration;
(II) within 2 trading days after the appointment of new directors and supervisors is approved by the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved by the board of directors;
(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 be within 2 trading days after leaving office;
(V) other time required by Shenzhen Stock Exchange.
Article 11 the directors, supervisors and senior managers of the company shall ensure that the data they entrust the company to report to Shenzhen Stock Exchange and China Clearing Shenzhen Branch are timely, true, accurate and complete, agree that Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by themselves and relevant personnel, and bear the legal liabilities arising therefrom.
Article 12 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, split share structure reform, implementation of equity incentive plan and other circumstances, the company shall, when going through the procedures of share change registration or exercise of rights, Apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 13 through the articles of association, the company transfers the locking proportion and locking shares of the company to the directors, supervisors and senior managers.
Article 14 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 relevant personnel specified in Article 9 of the system and the data and information of holding the shares of the company, uniformly handling the online declaration of personal information for the above personnel, and regularly checking the disclosure of their trading of the company’s shares.
The Secretary of the board of directors shall confirm the relevant information of senior management shares in accordance with the requirements of CSDCC Shenzhen Branch, and timely feed back the confirmation results to CSDCC Shenzhen Branch.
Article 15 the directors, supervisors, senior managers and their spouses of the company shall notify the Secretary of the board of directors in writing of the trading plan of themselves and their spouses before buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the directors who intend to buy and sell in writing Supervisors and senior managers, and prompt relevant risks.
Article 16 any change in the company’s shares held by the company’s directors, supervisors and senior managers shall be reported to the company within 2 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 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) 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 17 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 18 where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to Shenzhen Stock Exchange.
Article 19 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, amount and average price of the company’s 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 Shenzhen Stock Exchange.
Article 20 Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the company’s directors, supervisors and senior managers and natural persons, legal persons or other organizations specified in Article 9 of the system.
Shenzhen Stock Exchange may inquire about the purpose and source of funds of the above-mentioned persons for trading the company’s shares and their derivatives by sending inquiry letters, interview conversations, etc.
Chapter IV account and share management
Article 21 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, CSDCC Shenzhen Branch shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
Article 22 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of Shenzhen Branch of China Clearing Corporation. Before account consolidation, Shenzhen Branch of China Clearing Corporation will lock and unlock each account respectively.
Article 23 one year after the listing of the company, 75% of the shares of the company with unlimited sales conditions newly added in the securities account of directors, supervisors and senior managers during the year by means of secondary market purchase, convertible bonds into shares, exercise of rights, agreement transfer, etc. shall 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 of the company in the securities accounts of directors, supervisors and senior managers less than one year after listing shall be automatically locked at 100%. Article 24 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 25 on the first trading day of each year, CSDCC Shenzhen branch takes 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 calculates 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 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 Articles 5 to 7 of the system.
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 held by directors, supervisors and senior managers of the company change due to the distribution of rights and interests of the company, the unlocking limit can be changed accordingly.
Article 26 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, 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 27 for directors, supervisors and senior managers suspected of illegal trading, China Clearing Corporation Shenzhen branch may lock the shares of the company registered in its name in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 28 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers may entrust the listed company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for lifting the restrictions. After the restrictions are lifted, CSDCC Shenzhen Branch will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers, and the remaining shares will be automatically locked. Article 29 during the lock-in period, the relevant rights and interests of directors, supervisors and senior managers who hold the shares of the company according to law, such as usufruct, voting right and preemptive placement right, will not be affected.
Article 30 after the directors, supervisors and senior managers of the company leave office and entrust the directors to declare their personal information, China Clearing Corporation Shenzhen Branch will lock all the shares of the company held and newly added within six months from the date of their declaration of departure, and automatically unlock all the shares of the company with no sale conditions after expiration.
Chapter V supplementary provisions
Article 31 not covered in this system
