Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Measures for the management of the shares of the company held by directors, supervisors and senior managers and their changes (revised in 2022)
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company” or “the company”) and their changes, These measures are 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 rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
Article 2 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 and senior managers of the company shall not engage in margin trading with the company’s shares as the underlying securities.
Article 3 before buying and selling the company’s shares, 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.
Article the Secretary of the board of directors and the supervisor shall notify the Secretary of the board of directors and the senior management of the company in writing of the progress of the company’s stock trading plan. If there is any major misconduct, he shall notify the Secretary of the board of directors and the senior management of the company in writing four days before the company’s plan of stock trading, And prompt relevant risks. Fifth directors, supervisors and senior managers of the company shall, when the company applies for initial registration of shares, entrust the company to declare its personal identity information (including name, job title, ID number, etc.) to the Shenzhen branch of China Securities Depository and Clearing Co., Ltd., and request that all the shares of the company registered under its name be administered according to relevant regulations.
Article 6 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, the implementation of equity incentive plan and other circumstances, the company shall, when going through the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. to register the shares held by relevant personnel as shares with limited sale conditions.
Article 7 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information (including but not limited to 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 the Shenzhen Stock Exchange within the following time: (I) the directors, supervisors and senior managers of the company shall apply for initial stock registration;
(II) within two trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(III) within two 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 two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers of the company within two trading days after leaving office;
(VI) other time required by SZSE.
Article 8 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, agree that the Shenzhen Stock Exchange shall timely announce the trading of shares of the company by relevant personnel, and bear the legal liabilities arising therefrom.
Article 9 the company shall, in accordance with the requirements of Shenzhen Branch of China Securities Depository and Clearing Corporation, confirm the information related to the share management of the directors, supervisors and senior managers of the company, and feed back the confirmation results in time. In case of any legal dispute caused by error confirmation or untimely feedback and correction information, the company shall solve it by itself and bear relevant legal liabilities.
Article 10 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 listing and trading of the company’s shares;
(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, administrative regulations, rules, normative documents and the CSRC and the Shenzhen Stock Exchange.
Article 11 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 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 12 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 10 of these measures.
Article 13 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 into 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 can be 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 equity distribution of the company, the transferable quantity of the current year can be increased in the same proportion.
Article 14 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 15 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 Shenzhen Branch of China Securities Depository and Clearing Corporation for lifting the restrictions.
Article 16 during the lock-in period, the relevant rights and interests of the company’s shares held by the company’s directors, supervisors and senior managers according to law, such as usufruct, voting right and preemptive placement right, will not be affected.
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 actual departure.
Article 17 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing on the day of trading the shares of the company, and report to the Shenzhen stock exchange through the board of directors within two trading days of trading the shares of the company, and make an announcement on the website designated by the Shenzhen Stock Exchange. The announcement includes:
(I) number of shares held by the company at the end of last year;
(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 the Shenzhen Stock Exchange.
Article 18 If the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities within six months after buying them, or buy them again within six months after selling them, in violation of the relevant provisions of the securities law, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
(I) illegal trading of stocks by relevant personnel;
(II) treatment measures taken by the company;
(III) the amount of income and the specific situation of the company’s recovery of income;
(IV) other matters required to be disclosed by the 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; “Buy within 6 months after selling” refers to the purchase 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 19 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 of the annual report and semi annual report is postponed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement; (II) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) other periods specified by the CSRC and the Shenzhen Stock Exchange.
Article 20 the company implements an accountability mechanism for the buying and selling of the company’s shares by directors, supervisors and senior managers, so as to standardize the buying and selling of the company’s shares by directors, supervisors and senior managers. The directors, supervisors and senior managers of the company shall be held accountable for illegal trading, insider trading, market manipulation, short-term trading and other prohibited acts.
Article 21 the accountability methods for the violations of the company’s directors, supervisors and senior managers include:
(I) admonition conversation;
(II) order inspection at the meeting of the board of directors;
(III) circulate a notice of criticism;
(IV) public apology;
(V) suspension and introspection;
(VI) persuade him to take the blame and resign;
(VII) other methods stipulated by laws and regulations.
The above accountability methods can be applied separately or in combination.
Article 22 If the accountability object is found to have the violations listed in these measures, the company shall start the following accountability procedures:
(I) investigation and evidence collection. After the relevant departments conduct preliminary examination according to the clues, the board of directors forms an investigation team to investigate and collect evidence of violations. The investigators can access relevant documents and files, or ask the relevant parties to defend the statements of the parties, and the investigators shall record them.
(II) put forward treatment suggestions. The Secretary Office of the board of directors of the company shall report to Shenzhen Stock Exchange and China Clearing Shenzhen Branch in a timely manner. If the regulatory department determines that it is a violation, it shall report to the board of directors. Based on the comprehensive review of relevant evidence materials, the investigation team preliminarily determines the nature and responsibility of the violator, and puts forward handling suggestions.
(III) deliberation by the board of directors. After receiving the investigation materials and preliminary handling opinions put forward by the investigation team, the board of directors shall convene a special meeting attended by more than two-thirds of the members of the board of directors. Firstly, the investigators shall realistically introduce the case, the investigation and evidence collection, the handling opinions put forward by the regulatory authorities and their basis. When necessary, the board of directors may directly inquire about the statements of the parties concerned on the investigation and handling opinions. Finally, the board of directors shall make a decision based on the opinions of more than two-thirds of the majority.
(IV) implementation. After the board of directors makes the handling decision, the Secretary Office of the board of directors shall prepare the relevant handling decision and submit it to the board of supervisors for supervision and implementation. Upon completion of the implementation, the implementation shall be fed back to the board of directors.
Article 23 If the accountability object violates laws and regulations, the relevant units shall deal with it in accordance with the provisions and procedures of relevant laws and regulations; If a crime is constituted, criminal responsibility shall be investigated according to law.
Article 24 the board of directors of the company shall timely report to the Shenzhen Stock Exchange and the Shenzhen Branch of CSDCC on the directors, supervisors and senior managers suspected of illegal trading. CSDCC Shenzhen branch may lock the shares of the company registered in its name in accordance with the requirements of the CSRC and the Shenzhen Stock Exchange. Article 25 Where the company stipulates, through its articles of association, a longer period of prohibition on the transfer of shares held by directors, supervisors and senior managers, a lower proportion of transferable shares or other conditions restricting the transfer, it shall timely disclose and do a good job in follow-up management.
Article 26 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) parents of directors, supervisors, senior employees and children 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 27 Where the company’s directors, supervisors and senior managers 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 28 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 their affiliates, as well as the data and information of their shares in the company, uniformly handling the online declaration of personal information for the above-mentioned personnel, and regularly checking the disclosure of their trading of the company’s shares.
Article 29 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions; If these measures conflict with the relevant provisions of the laws, administrative regulations, departmental rules and normative documents issued in the future or the relevant provisions and requirements of the articles of association modified by legal procedures, the relevant provisions of the newly issued laws, administrative regulations, departmental rules and normative documents and the relevant provisions and requirements of the newly revised articles of association shall be implemented, and these Measures shall be revised in time.
Article 30 the power of interpretation of these measures belongs to the board of directors of the company.
Article 31 these Measures shall come into force from the date of deliberation and approval by the board of directors of the company.
