Suzhou Veichi Electric Co.Ltd(688698)
Management system for shares held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in order to strengthen the reporting, disclosure, supervision and management of the holding or trading of the company’s shares by the directors, supervisors and senior managers of Suzhou Veichi Electric Co.Ltd(688698) (hereinafter referred to as “the company” or “the company”) and further clarify the management procedures, 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”) Laws, regulations and normative documents such as the rules for the administration of the shares of the company 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, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, And the relevant provisions of Suzhou Veichi Electric Co.Ltd(688698) articles of Association (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, this system is hereby formulated.
Article 2 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall know and abide by 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 engage in illegal transactions.
Article 3 the directors, supervisors and senior executives of the company shall have professional ethics and abide by relevant laws, regulations, normative documents and this system, 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.
Article 4 the company encourages directors, supervisors and senior managers to stabilize the stock price by increasing their holdings of shares when the company’s shares fall sharply.
The directors, supervisors and senior managers of the company shall not carry out margin trading with the company’s shares as the underlying securities.
Article 5 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.
Chapter II Management of changes in shares of the company held by directors, supervisors and senior managers
Article 6 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors of the company in writing of their trading plans. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If there may be misconduct in the purchase and sale, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell in writing, And prompt relevant risks.
Article 7 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 1 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) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, and less than 6 months have passed since the CSRC filed the case for investigation or the judicial organ filed the case for investigation, as well as after the administrative punishment decision and criminal judgment were made;
(V) directors, supervisors and senior managers have been publicly condemned by Shanghai stock exchange for violating the business rules of Shanghai stock exchange for less than 3 months;
(VI) other circumstances stipulated by laws, regulations, departmental rules, normative documents and the CSRC and Shanghai Stock Exchange.
Article 8 where the company’s core technical personnel reduce their holdings of the company’s pre IPO shares, they shall abide by the following provisions: (I) they shall not transfer the company’s pre IPO shares within 12 months from the date of listing of the company’s shares and 6 months after leaving the company;
(II) within 4 years from the date of expiration of the pre IPO share restriction, the annual transfer of pre IPO shares shall not exceed 25% of the total number of pre IPO shares held by the company at the time of listing, and the reduction proportion can be used cumulatively;
(III) other provisions of laws and regulations, this system and the business rules of Shanghai Stock Exchange on the share transfer of core technicians.
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 they hold, except for changes in shares caused by legal enforcement, inheritance, legacy, legal division of property and so on.
The transfer shall not be limited by the transfer proportion mentioned in the preceding paragraph. If directors, supervisors and senior managers intend to reduce their shares through centralized bidding trading, they shall report the reduction plan to the Shanghai Stock Exchange 15 trading days before the first sale of shares and make an announcement.
The contents of the reduction plan specified in the preceding paragraph shall include but not limited to the number, source, reduction time interval, method, price interval, reduction reasons and other information of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed 6 months.
Article 10 within the time range of reduction, the directors, supervisors and senior managers shall disclose the progress of reduction when the number of reduction is more than half or the time of reduction is more than half;
If the company discloses major issues such as high-tech transfer or planning merger and reorganization within the reduction time period, the directors, supervisors and senior management personnel shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major issues.
Article 11 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 7 of the system.
If the core technical personnel 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 8 of the system.
Article 12 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 a 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 are included in the calculation base of transferable shares in the next year.
In case of any change in the shares of the company held by directors, supervisors and senior managers due to equity distribution or capital reduction and stock reduction of the company, the transferable quantity of the current year can be increased or reduced in the same proportion.
Article 13 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 14 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 periodic report, if the announcement date of the annual report and semi annual report is delayed 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 occurrence of major events that may have a significant impact on the trading price of the company’s securities and their derivatives or during the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the Shanghai Stock Exchange.
Article 15 if the directors, supervisors and senior managers of the company, in violation of the provisions of the securities law, 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, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds and disclose them in time.
The term “shares or other equity securities held by directors, supervisors and senior managers” as mentioned in the preceding paragraph includes shares or other equity securities held by their spouses, parents and children and held in 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 16 if the articles of association stipulates that the directors, supervisors and senior managers shall transfer their shares of the company for a longer period of prohibition than the system, a lower proportion of transferable shares or other restrictions on transfer, they shall abide by the provisions of the articles of association.
Article 17 If the restricted shares held by directors, supervisors, senior managers and core technicians meet the conditions for lifting the restrictions, they can apply for lifting the restrictions through the company; When applying for the lifting of the restrictions on the sale of shares, the company shall disclose a suggestive announcement five trading days before the lifting of the restrictions. The company shall disclose the shareholders’ fulfillment of the sales restriction commitment, and the recommendation institution and securities service institution shall express their opinions and disclose them.
Article 18 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 2 trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of Shanghai 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 Shanghai Stock Exchange.
Nineteenth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare their personal information through the Shanghai stock exchange website (including but not limited to name, duty, ID number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the company apply for initial registration of shares after the company is listed; (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 Shanghai Stock Exchange.
Article 20 the company and its directors, supervisors and senior managers shall ensure the timely, true, accurate and complete information about the holding and transfer of shares of the company, and bear the legal liabilities arising therefrom.
Article 21 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 data and information of the shares held by the company, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of shares of the company by the directors, supervisors and senior managers. Chapter III supplementary provisions
Article 22 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 23 the system shall be interpreted and revised by the board of directors of the company.
The amendment to this article 24 shall also take effect from the date of deliberation and approval by the board of directors.
Suzhou Veichi Electric Co.Ltd(688698)
April 15, 2022
