Vanfund Urban Investment&Development Co.Ltd(000638)
Shareholding and change management system of directors, supervisors and senior managers
Chapter I General Provisions
Article 1 in order to regulate the shares of the company held by shareholders, directors, supervisors and senior managers and their changes, this management system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 10 – management of share changes and other laws and regulations and the articles of association.
Article 2 the “company” or “the company” referred to in this system refers to Vanfund Urban Investment&Development Co.Ltd(000638) , the company’s securities code is ” Vanfund Urban Investment&Development Co.Ltd(000638) “, and the securities are referred to as “Wanfang development” for short.
Article 3 the directors, supervisors and senior managers of the company shall abide by laws and regulations, Shenzhen Stock Exchange, the articles of association and the relevant provisions of this system. If the shareholders, directors, supervisors and senior managers of the company make commitments on the proportion of shares held, holding period, change method and change price, they shall strictly fulfill the commitments made.
Article 4 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 above-mentioned personnel engaged in margin trading also include the shares of the company recorded in their credit account. Article 5 the company’s directors and supervisors shall not transfer their own stock accounts to others for speculation, and shall strictly manage their own stock accounts.
Article 6 the directors, supervisors and senior executives of the company shall strictly abide by their professional ethics, strictly undertake the obligation of confidentiality for the operation, finance and other information of the company that has not been publicly disclosed, and shall not use the company’s insider information to speculate or participate in the speculation of the company’s shares to seek illegitimate interests.
Chapter II Management of shareholding changes of directors, supervisors and senior managers
Article 7 before buying and selling the shares of the company, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plan. The Secretary of the board of directors shall check the progress of information disclosure and major matters 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 the relevant directors, supervisors and senior managers in writing.
Article 8 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange within the following time (including name, position, ID card number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing;
(II) within two trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within two trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall leave office within two trading days;
(VI) other time required by Shenzhen Stock Exchange.
The above declaration information is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 9 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, Shenzhen Stock Exchange will send their declaration data to CSDCC Shenzhen Branch to lock the shares of the company registered in the securities account opened under their ID card number.
In the securities accounts of directors, supervisors and senior managers of companies that have been listed for more than one year, 75% of the company’s shares with unlimited sales conditions newly added during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer will be automatically locked; 25% of the newly added shares with unlimited sales conditions can be transferred in the current year, and the newly added shares with limited sales conditions will be included in the calculation base of the transferable shares in the next year.
The newly added shares of the company in the securities accounts of directors, supervisors and senior managers of companies that have been listed for less than one year shall be automatically locked at 100%.
Article 10 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 the change of shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on.
The number of transferable shares is calculated based on the shares issued by the company held by the directors, supervisors and senior managers of the company at the end of the previous year.
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.
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 11 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 12 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 of the company within 6 months after purchase or buy them again within 6 months after sale, the proceeds therefrom shall belong to the company, and the board of directors of the company shall recover the proceeds and disclose the relevant information in a timely manner. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
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.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it 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 13 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 Secretariat of the board of directors of the company shall make an announcement on the website of Shenzhen Stock Exchange. The announcement includes:
(I) 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 Shenzhen Stock Exchange.
Article 14 directors, supervisors and senior managers of the company shall not buy or sell 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 when major events that may have a significant impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Article 15 the directors, supervisors and senior managers of the company shall not transfer the shares they hold or add to the company within six months from the date of their actual departure.
Chapter III code of conduct for increasing shareholding
Article 16 if the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose their share increase for the first time without disclosing the share increase plan and intend to continue to increase their shares, they shall disclose their subsequent share increase plan.
Article 17 If the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose the share increase plan or voluntarily disclose the share increase plan in accordance with Article 16 of the system, the announcement shall include the following contents: (I) the surname or name of the relevant increase subject, the number of shares held by the company and the proportion in the total share capital of the company;
(II) the completion of the implementation of the shareholding increase plan (if any) has been disclosed by the relevant shareholding increase entities within 12 months before the announcement;
(III) Holdings reduction of relevant increased entities in the six months before this announcement (if any);
(IV) the purpose of the proposed increase in shares;
(V) the number or amount of shares to be increased shall specify the lower limit or range, and the lower limit shall not be zero. The range shall be reasonable, and the upper limit shall not exceed twice the lower limit;
(VI) price premise of the proposed additional shares (if any);
(VII) the implementation period of the shareholding increase plan shall consider the enforceability in combination with the sensitive period and other factors, and shall not exceed six months from the date of announcement and disclosure;
(VIII) the way of increasing the shares to be held;
(IX) the commitment of the relevant increase subject not to reduce the company’s shares during the increase period and within the legal period;
(x) whether there is a lock-in arrangement for the increased shares;
（11） The possible uncertainty risks faced by the shareholding increase plan and the countermeasures to be taken;
（12） If the relevant increase subject has limited the minimum increase price or the number of shares, the adjustment method in case of ex right and ex dividend shall be clearly stated;
（13） Other contents required by Shenzhen Stock Exchange.
If the above shareholding increase plan is disclosed, the relevant shareholding increase subjects shall make a commitment at the same time and complete the shareholding increase plan within the above implementation period.
Article 18 after disclosing the share increase plan, when the implementation period of the proposed share increase plan is more than half, the relevant increase subject shall notify the company on the date of occurrence, and entrust the company to disclose the progress announcement of share increase before the next trading day. The announcement shall include the following contents:
(I) summarize the basic information of the shareholding increase plan;
(II) the number and proportion of shares that have been increased and the way of increase (such as centralized bidding, block trading, etc.);
(III) if the shareholding increase has not been implemented when the implementation period of the shareholding increase plan is more than half, the reasons and subsequent arrangements shall be disclosed in detail; (IV) explanation that the increase of shareholding will strictly comply with the securities law, the measures for the administration of acquisition and other laws and regulations and the relevant provisions of Shenzhen Stock Exchange;
(V) other contents required by Shenzhen Stock Exchange.
Article 19 before the company issues the announcement on the completion of the implementation of the shareholding increase plan of the relevant shareholding increase subject, the shareholding increase subject shall not reduce the shares of the company.
Chapter IV other matters
Article 20 Where a director, supervisor or senior manager of a company buys or sells shares of the company in violation of the provisions of this system, once verified, the company will impose corresponding administrative penalties on the parties concerned. If the circumstances are serious and cause significant adverse effects to the company, the company may remove him from his post according to law and require him to bear corresponding economic compensation liabilities. Whoever violates the law shall be handed over to the judicial organ for handling in accordance with the relevant laws.
Article 21 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 due to obtaining insider information:
(I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
(III) other natural persons, legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company in accordance with 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.
The above-mentioned natural person, legal person or other organization shall report to Shenzhen stock exchange through the board of directors of the company within 2 trading days of trading the company’s shares, and make an announcement on the information disclosure media and cninfo website designated by the company. The contents of the announcement are the same as Article 13.
Article 22 directors, supervisors and senior managers of the company 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.
Article 23 the system shall be interpreted by the board of directors of the company. Article 24 this system shall be implemented from the date of deliberation and approval by the board of directors of the company.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 2002
