Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Management system for shares and changes of the company held by directors, supervisors and senior managers Article 1 is to strengthen the management of shares and changes of the company held by directors, supervisors and senior managers of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company" or "the company"), This system is formulated in accordance with the normative requirements of 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, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 - management of share changes and other regulatory documents, and in combination with the relevant provisions of the articles of association.
Article 2 the directors, supervisors and senior managers of the company shall abide by this system.
Article 3 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.
Article 4 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 trading the shares of the company. 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 Shenzhen Stock Exchange and the articles of association, the Secretary of the board of directors shall timely notify the relevant directors, supervisors Senior management.
Article 5 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) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 6 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 7 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 5 of the system.
Article 8 the shares of the company with unlimited sales conditions newly added within 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 shall be automatically locked at 75%; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares of the following 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 9 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 10 the directors, supervisors and senior managers of the company shall entrust the Secretary of the board of directors to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) through the website of Shenzhen Stock Exchange at the following time points or periods (including but not limited to name, position, ID card number, securities account, time of leaving office, etc.):
(I) 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;
(II) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(III) the current directors, supervisors and senior managers shall leave office within 2 trading days;
(IV) other time required by Shenzhen Stock Exchange.
Article 11 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the Secretary of the board of directors within 2 trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of Shenzhen 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 Shenzhen Stock Exchange
Article 12 the directors, supervisors and senior managers of the company shall abide by the relevant provisions of the securities law. If they sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the resulting income shall belong to the company, and the board of directors of the company shall recover their income and disclose the relevant information in time. 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.
The term "shares or other securities with equity nature held by directors, supervisors and senior managers" 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 13 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;
(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 and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) other periods stipulated by Shenzhen Stock Exchange.
Article 14 the directors, supervisors and senior managers of the company shall ensure that the data they declare are timely, true, accurate and complete.
Article 15 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 data and information of the company's shares, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the purchase and sale of the company's shares by the directors, supervisors and senior managers.
Article 16 if the directors, supervisors and senior managers of the company violate the system by buying and selling the company's shares, in addition to receiving the relevant punishment from the CSRC and Shenzhen Stock Exchange, the board of directors of the company will punish them according to the seriousness of the case.
Article 17 If the CSRC or Shenzhen stock exchange issues new regulations on matters related to the shareholding management of directors, supervisors and senior managers, the company shall implement the new requirements and revise the system accordingly. Article 18 the system shall be formulated, interpreted and revised by the board of directors of the company.
Article 19 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
