Leyard Optoelectronic Co.Ltd(300296)
Shares of the company held by directors, supervisors and senior managers and their changes
management system
Chapter I General Provisions
Article 1 in order to regulate the management of the shares held by the directors, supervisors and senior managers of Leyard Optoelectronic Co.Ltd(300296) (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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the rules for the administration of the shares of the company held by directors, supervisors and senior managers of listed companies and their changes, the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), the guidelines for the self discipline supervision of listed companies No. 10 – the administration of share changes This system is formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem and Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the directors, supervisors and senior managers of the company.
Article 3 the senior managers referred to in this system refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers specified in the articles of association.
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, short-term trading and other prohibited acts, and shall not conduct illegal transactions.
Article 5 where the 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.
Chapter II circumstances in which trading of company shares is prohibited
Article 6 the directors, supervisors and senior managers of the company shall not buy the social public shares of the company within one year from the date of listing 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. In violation of the provisions, they shall 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 shall belong to the company. The board of directors of the company shall recover the proceeds and disclose the relevant information in time.
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 8 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 one year from the date of the company’s initial public offering and listing on the stock exchange;
(II) within half a year after the resignation of directors, supervisors and senior managers;
(III) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; (IV) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 9 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.
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 10 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (I) if the announcement date is delayed due to special reasons within 30 days before the announcement of the company’s annual report and semi annual report, 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 when major events that may have a great 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 the Shenzhen Stock Exchange.
Article 11 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 company’s shares and their derivatives because they have access to 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 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.
Article 12 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 III declaration of holding and trading company shares
Article 13 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., see Annex 1):
(I) when the company’s directors, supervisors and senior managers apply for stock listing;
(II) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (IV) the current directors, supervisors and senior managers of the company within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall leave office within 2 trading days;
(VI) other time required by SZSE.
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 14 before the company’s directors, supervisors, senior managers and the spouses of the above-mentioned personnel plan to buy and sell the company’s securities and their derivatives, they shall notify the Secretary of the board of directors in writing three trading days in advance (Annex 3 inquiry letter on the purchase and sale of the company’s securities). The Secretary of the board of directors shall check the progress of the company’s information disclosure and major matters, and form a clear opinion of consent or opposition, Inform the directors, supervisors and senior managers of the proposed transaction in writing (Annex 4 confirmation letter of inquiry about the purchase and sale of the company’s securities) and remind them of relevant risks. Before receiving the written confirmation from the Secretary of the board of directors, directors, supervisors and senior managers shall not engage in trading of the company’s securities and derivatives without authorization.
Article 15 Where, due to the public or non-public 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 and senior managers, the company shall, when going through the procedures of share change registration or exercise of rights, Apply to Shenzhen Stock Exchange and CSDCC Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 16 in case of any change in shareholding of directors, supervisors, senior managers and their affiliates, the company shall fill in the declaration form (Annex 2).
Article 17 the company shall confirm the information related to the shares of directors, supervisors, senior managers and their relatives in accordance with the requirements of Shenzhen Stock Exchange and Shenzhen Branch of China Clearing Corporation, and feed back the confirmation results in time. Chapter IV calculation of the transferable amount of the company’s shares held
Article 18 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the Shenzhen Stock Exchange shall send the 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 the directors, supervisors and senior managers of the company, the shares with unlimited sales conditions of the company newly added during the year by means of secondary market purchase, convertible bonds into shares, exercise, agreement transfer, etc. shall 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.
Article 19 the directors, supervisors and senior managers of the company shall not transfer the shares held or newly added within six months from the date of leaving office.
Article 20 on the first trading day of each year, the legal limit of transferable shares in the current year shall be calculated at 25% based on 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; At the same time, CSDCC Shenzhen Branch unlocked the tradable shares with unlimited sales conditions within the amount of transferable shares held by this person this year. 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.
When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When the balance of the company’s shares held by an account is less than 1000 shares, the amount of transferable shares in the current year is the number of shares of the company held by it.
If the company’s shares held by directors, supervisors and senior managers change due to the company’s equity distribution, the amount of transferable shares will be changed accordingly this year. If the directors, supervisors and senior managers of the company transfer their shares within the above number of transferable shares, they shall also abide by the provisions of Article 8 of the system.
Article 21 as a result of the public or non corporate issuance of shares, the implementation of equity incentive plans, or the purchase of new shares by directors, supervisors and senior managers in the secondary market, the conversion of convertible bonds into shares, the exercise of rights, the transfer of agreement and other new shares within a year, the new shares with unlimited sales conditions shall be transferred by 25% in the current year, and the new shares with limited sales conditions shall be included in the calculation base of transferable shares in the next year.
If the shares of the company held by directors, supervisors and senior managers increase due to the equity distribution of the company, the transferable amount of the current year can be increased in the same proportion.
Chapter V disclosure of holding and trading company shares
Article 22 within 2 trading days from the date of change in the company’s shares held by the company’s directors, supervisors and senior managers, the Shenzhen Stock Exchange shall publish the following contents on its website:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
(III) number of shares held after this change;
(IV) other matters required by SZSE.
Article 23 where natural persons, legal persons or other organizations specified in Article 11 of the system buy and sell company securities and their derivatives, the provisions of Article 22 of the system shall apply.
Article 24 the Secretary of the board of directors of the company shall be responsible for managing the identities of the directors, supervisors and senior managers of the company and the natural persons, legal persons or other organizations specified in Article 9 of 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 personnel, and regularly checking the disclosure of their trading of the company’s shares.
Article 25 Where 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 also perform the obligations of reporting and disclosure in accordance with the provisions of the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Article 26 If the directors, supervisors and senior managers of the company violate the provisions of Article 44 of the securities law by selling their shares of the company within 6 months after buying them, or buying them again within 6 months after selling them, the board of directors of the company shall recover their income and disclose the following contents in time:
(I) illegal trading of shares by relevant personnel;
(II) remedial 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.
Article 27 the directors, supervisors and senior managers of the company and the natural persons, legal persons or other organizations specified in this system shall be subject to the daily supervision of Shenzhen Stock Exchange when buying and selling the company’s shares and their derivatives. When the Shenzhen Stock Exchange inquires 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, the relevant personnel shall actively cooperate.
Chapter VI responsibility and punishment
Article 28 If the directors, supervisors and senior managers of the company violate relevant regulations, the Shenzhen Stock Exchange shall give corresponding sanctions according to the seriousness of the circumstances.
Article 29 If the directors, supervisors and senior managers of the company buy and sell the company’s shares in violation of Article 44 of the securities law, the CSRC will punish them in accordance with the relevant provisions of the securities law.
Article 30 if the directors, supervisors and senior managers of the company hold, buy or sell the company’s shares or fail to perform the relevant reporting obligations in violation of laws and regulations, relevant provisions of the CSRC, relevant rules of the Shenzhen Stock Exchange, the articles of association and this management system, the company will give internal sanctions according to the seriousness of the circumstances within the scope permitted by laws and regulations, in addition to being punished or punished by the relevant securities regulatory authorities according to law.
Chapter VII supplementary provisions
Article 31 in accordance with the provisions of the articles of association, if the company stipulates a longer period of prohibition of transfer, a lower proportion of transferable shares or other restrictions on the transfer of shares held by directors, supervisors, senior managers, securities affairs representatives and the spouses of the above-mentioned persons, the company shall timely disclose and make follow-up management.
Article 32 in accordance with the provisions of the articles of association, if the company stipulates a longer prohibited transfer period, a lower transferable proportion or other restricted transfer conditions for the shares held by the core technicians, salespeople and managers who do not serve as directors, supervisors and senior managers of the company, the company shall timely disclose and do a good job in follow-up management. The company shall timely disclose the lock-in or release of the shares of the above-mentioned personnel in the periodic report. Article 33 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 company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for lifting the restrictions. During the lock-in period, the directors, supervisors and senior managers shall enjoy the usufruct, voting right and priority of the company’s shares according to law
