The company’s shares held by directors, supervisors and senior managers and their change management system Chapter I General Provisions
Article 1 in order to strengthen the administration of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as “the company” or “the company”) on the trading of shares and derivatives of the company by directors, supervisors and senior managers, 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”) The rules on the management of shares held by directors, supervisors and senior managers of listed companies and their changes (hereinafter referred to as the “change rules”), the business guidelines on the management of shares held by directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and their changes (hereinafter referred to as the “business guidelines”) This system is formulated in accordance with the provisions of relevant laws, regulations, rules and normative documents, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and in combination with the objective and actual situation of the company.
Article 2 the company and its directors, supervisors and senior managers shall abide by this system.
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. The company’s directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
The directors, supervisors, senior managers and securities affairs representatives of the company entrust others to buy and sell stocks on their behalf, which shall be regarded as their own behavior, and shall also abide by the system and fulfill relevant inquiry and reporting obligations.
Article 4 the directors, supervisors and senior managers of the company shall not engage in margin trading with the company’s shares as the underlying securities.
Chapter II holding and reporting requirements
Article 5 the company and its directors, supervisors, senior managers and securities affairs representatives 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 6 the directors, supervisors, senior managers and securities affairs representatives of the company shall entrust the company to register and report the identity information (including name, position, ID card number, securities account, time of leaving office, etc.) of their individuals and their close relatives (including spouse, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange and China Shenzhen Stock Exchange within the following time:
（1） When the company’s directors, supervisors and senior managers apply for stock listing;
（2） Within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
（3） Within 2 trading days after the board of Directors approves the appointment of the new senior management and securities affairs representative of the company;
（4） The current directors, supervisors, senior managers and securities affairs representatives of the company within 2 trading days after the change of their declared personal information;
（5） The current directors, supervisors, senior managers and securities affairs representatives of the company within 2 trading days after leaving office;
（6） Other time as required by Shenzhen Stock Exchange. The above application data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and China Shenzhen registration to manage their shares of the company in accordance with relevant regulations.
Article 7 If, due to the issuance of shares, the implementation of equity incentive plan and other circumstances, the company makes additional transfer price, additional performance assessment conditions, set sales restriction period and other restrictive conditions for the transfer of shares held by directors, supervisors, senior managers and securities affairs representatives, the company shall, when going through the procedures of share change registration, Apply to Shenzhen Stock Exchange and register the shares held by relevant personnel as shares with limited sales conditions by China Shenzhen registration.
Article 8 where the directors, supervisors and senior managers of the company 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 9 the company shall confirm the information related to the share management of directors, supervisors, senior managers and their relatives in accordance with the requirements of China Shenzhen registration, and feed back the confirmation results in time.
Chapter III restrictions 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 information disclosure and major events of the listed company. If the trading behavior may violate laws and regulations, relevant provisions of the exchange and the articles of association, the Secretary of the board of directors shall timely notify relevant directors, supervisors Senior management.
Article 11 the shares of the company held by the directors, supervisors and senior managers of the company shall be locked regularly according to the letter of commitment from the date of listing and trading of the company’s shares, and during the term of office after the expiration of the lock, the shares transferred through centralized bidding, block trading, agreement transfer and other means shall not exceed 25% of the total shares of the company directly and indirectly held by them due to judicial enforcement, inheritance, legacy Except for the change of shares caused by the division of property according to law.
When the company’s directors, supervisors and senior managers hold no more than 1000 shares of the company, they can sell all the shares at one time without being limited by the transfer proportion in the preceding paragraph.
Article 12 on the first trading day of each year, the directors, supervisors and senior managers of Shenzhen Stock Exchange shall take the 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 the legal limit of transferable shares of the current year at 25%; 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.
During the period of stock lock-in, 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, will not be affected.
Article 13 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.
If the company has been listed for more than one year, the shares of the company with unlimited sales conditions newly added in the securities account of the company’s directors, supervisors and senior managers through secondary market purchase, convertible bonds to shares, exercise, agreement transfer and other means within the year will be automatically locked at 75%; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
If the company has been listed for less than one year, the newly added shares of the company in the securities accounts of the directors, supervisors and senior managers of the company shall be automatically locked at 100%.
Article 14 If the directors, supervisors and senior managers of the company are suspected of illegal trading, 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 15 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 16 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 17 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 designated by the stock exchange. The announcement includes:
（1） Number of shares held by the company at the end of the 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;
(V) the number of shares held after the change;
(VI) other matters required to be disclosed by the stock exchange.
Chapter IV circumstances under which trading of shares is prohibited
Article 18 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 the company’s 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 their shares of the company within a certain period of time and are still within the commitment period;
（4） Other circumstances stipulated by laws, regulations, the CSRC and the stock exchange.
Article 19 the directors, supervisors, senior managers and shareholders holding more than 5% of the shares 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 they buy them, or buy them again within 6 months after they sell them, the resulting income shall belong to the company, and the board of directors of the company shall recover the income, And timely disclose the following contents: (1) the illegal trading of 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 Shenzhen Stock Exchange.
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.
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 20 the directors, supervisors and senior managers of the company, securities affairs representatives and the spouses of the above-mentioned persons shall not buy or sell the shares of the company during the following periods:
（1） 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;
（2） Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
（3） 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;
（4） Other periods prescribed by the CSRC and the Shenzhen Stock Exchange. Article 21 the directors, supervisors, senior managers and securities affairs representatives 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 insider information:
（1） Spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company;
（2） Legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
（3） Securities affairs representatives of the company and their spouses, parents, children, brothers and sisters;
（4） 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, 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 19 of the system shall apply.
Chapter V behavior disclosure
Article 22 the Secretary of the board of directors of the company shall be responsible for managing the identity of the directors, supervisors, senior managers and other natural persons, legal persons or other organizations specified in the system, as well as the data and information of the company’s shares held by them, uniformly handling the online application of personal information for the above-mentioned persons, and regularly checking the disclosure of their purchase and sale of the company’s shares.
Article 23 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:
（1） The number of shares of the company held at the beginning of the reporting period;
（2） The number, amount and average price of the company’s shares purchased and sold during the reporting period;
（3） The number of shares held by the company at the end of the reporting period;
（4） The board of directors on whether the directors, supervisors and senior managers bought and sold the company’s shares in violation of laws and regulations during the reporting period and the corresponding measures taken;
（5） Other matters required to be disclosed by Shenzhen Stock Exchange.
Article 24 when the company’s directors, supervisors and senior managers hold the company’s shares and their change proportion reaches 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 measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Article 25 the Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the company’s directors, supervisors, senior managers and other natural persons, legal persons or other organizations specified in the system.
The Shenzhen Stock Exchange inquired about the purpose and source of funds of the above-mentioned personnel in buying and selling the company’s shares and their derivatives by sending inquiry letters and interview conversations.
Article 26 Where an investor needs to disclose a suggestive announcement according to Article 63 of the securities law for every 1% increase or decrease in shareholding and does not touch the situation that the CSRC requires to prepare and announce the equity change report and acquisition report, he shall perform the corresponding information disclosure obligations in accordance with the announcement form of 1% increase or decrease in shareholding of more than 5% shareholders of listed companies of Shenzhen Stock Exchange.
Chapter VI punishment
Article 27 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 28 the board of directors of the company is responsible for the formulation, interpretation and modification of this system.
Article 29 matters not covered in this system shall be implemented in accordance with relevant laws, administrative regulations, departmental rules, normative documents, articles of association and other relevant provisions.
Article 30 the system shall come into force on the date of approval by the board of directors, and the same shall apply to modification.
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) April 2022
