Shanxi Huayang New Materialco.Ltd(600281)
Held by directors, supervisors and senior management
Management system for and trading of shares of the company
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the holding and trading of the company’s shares by the directors, supervisors and senior managers of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company” or “the company”), 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”) 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, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies on Shanghai stock exchange and other laws, regulations and normative documents, as well as the relevant provisions of Shanxi Huayang New Materialco.Ltd(600281) articles of Association (hereinafter referred to as the “articles of association”), This system is formulated in combination with the actual situation of the company.
Article 2 this system is applicable to directors, supervisors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their name. If they are engaged in margin trading, they also include the shares of the company recorded in their credit account.
Article 3 the senior managers referred to in this system refer to the 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.
Chapter II information declaration and disclosure
Article 5 the Secretary of the board of directors of the company shall be responsible for managing the identity of the directors, supervisors and senior managers of the company and the information of the shares held by the company. Under the leadership of the Secretary of the board of directors, the securities affairs department shall uniformly handle the online declaration of their personal information for the above-mentioned personnel, and regularly check the disclosure of the trading of shares of the company by directors, supervisors and senior managers. Sixth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare their personal information to the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”), including, but not limited to, name, duty, ID number, securities account, departure time, etc.
(I) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(II) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(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 the stock exchange.
The above declaration acts shall be regarded as the application submitted by relevant personnel to Shanghai Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 7 the directors, supervisors and senior managers of the company shall ensure the authenticity, accuracy, timeliness and completeness of the information they declare, and bear the legal liabilities arising therefrom.
Article 8 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 buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events, and give corresponding risk tips on the trading behavior of directors, supervisors and senior managers in writing.
Article 9 if the directors, supervisors and senior managers of the company plan to reduce their shares through the centralized bidding transaction of the Shanghai Stock Exchange, they shall report the reduction plan to the Shanghai stock exchange through the company 15 trading days before the first sale, put it on record 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.
Within the time range of reduction, 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; After the completion of the implementation of the reduction plan or the expiration of the disclosed reduction time interval, it shall report to the Shanghai Stock Exchange within two trading days and make an announcement.
Article 10 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 in writing within 2 trading days from the date of the occurrence of the fact, and the company shall report to the Shanghai Stock Exchange and make an announcement on the website of the 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 the Shanghai Stock Exchange.
Article 11 Where the directors, supervisors and senior managers of the company 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.
Chapter III prohibited and restricted transactions
Article 12 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) 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 the Shanghai stock exchange for violating the rules of the Shanghai stock exchange for less than 3 months;
(VI) other circumstances stipulated by laws, regulations, CSRC and stock exchanges.
Article 13 under any of the following circumstances, if the company touches the warning standard of delisting risk, the directors, supervisors and senior managers of the company shall not reduce their shares from the date of making the relevant decision to the date of termination or resumption of listing of the company’s shares:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information;
(II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
(III) other major illegal delisting situations.
Article 14 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares 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 from 30 days before the original announcement date to the final announcement date;
(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 shares or in the process of decision-making to the date of disclosure according to law;
(IV) other periods specified by Shanghai Stock Exchange.
Article 15 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 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. 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 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 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 judicial enforcement, inheritance, legacy, legal division of property and so on.
Article 17 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; The shares transferable but not transferred 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 18 If the company’s shares with unlimited sales conditions are newly added during the year due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of convertible bonds into shares, exercise of rights, agreement transfer by directors, supervisors and senior managers in the secondary market, the newly added shares with unlimited sales conditions can be transferred by 25% in the current year, and the newly added shares with limited sales conditions are included in the calculation base of transferable shares in the next year.
In case of any increase or decrease in the company’s shares held by directors, supervisors and senior managers due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in the current year shall be changed accordingly.
Article 19 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 and its derivatives 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) the securities affairs representative of the company and his / her spouse, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shanghai 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 20 If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall abide by the following restrictive provisions within the term of office determined at the time of taking office and within 6 months after the expiration of his term of office:
(I) the shares transferred each year shall not exceed 25% of the total shares of the company held by them.
(II) he shall not transfer his shares of the company within half a year after his resignation.
(III) laws, administrative regulations, departmental rules, normative documents and other provisions of Shanghai Stock Exchange on share transfer of directors, supervisors and senior managers.
Chapter IV responsibility and punishment
Article 21 if the company’s directors, supervisors and senior managers violate the provisions of this system and buy and sell the company’s shares in violation of regulations, the Secretary of the board of directors of the company shall immediately report to the Shanghai Stock Exchange and Shanxi securities regulatory bureau after knowing the relevant information. The relevant responsible person shall explain the violation and submit it to the above regulatory authority for filing, and shall bear corresponding responsibilities in accordance with relevant laws and regulations.
Article 22 Where the directors, supervisors and senior managers of the company violate the provisions of this system and conduct share trading in violation of regulations, unless the responsible person provides sufficient and reasonable evidence to prove that his behavior is not his true intention. Otherwise, the company may investigate the responsibilities of the parties in the following ways:
(I) the directors, supervisors and senior managers of the company own the proceeds from the illegal trading of the company’s shares, and the board of directors of the company is responsible for recovering the proceeds;
(II) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
(III) those who violate the relevant laws and regulations of the state may be transferred to the judicial organ according to law and investigated for corresponding responsibilities.
Chapter V supplementary provisions
Article 23 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of Association; If this system is inconsistent with the provisions of relevant laws, regulations, normative documents and the articles of association, the relevant provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 24 the board of directors of the company is responsible for the formulation, modification and interpretation of this system.
Article 25 the system shall come into force on the date of deliberation and approval by the board of directors of the company.
