Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) rules for the management of shares held by directors, supervisors and senior managers and their changes
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Rules for the management of shares held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company”) and their changes, and maintain the order of the securities market, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the rules for the management of the shares held by the 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 the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, stock listing rules of Shenzhen Stock Exchange, business guidelines for the management of shares held by directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and their changes, and other relevant laws These rules are formulated in accordance with the relevant provisions of laws and regulations and the articles of association.
Article 2 the shares of the company held by directors, supervisors and senior managers refer to all the shares of the company registered in their names; Directors, supervisors and senior managers engaged in margin trading also include the company’s shares recorded in their credit accounts.
Article 3 before buying and selling the company’s shares, the directors, supervisors and senior executives 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 engage in illegal transactions.
Chapter II share management
Article 4 the shares of the company held by directors, supervisors and senior managers 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 six 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 are publicly held by the stock exchange for violating the rules of the stock exchange
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) rules for the management of shares held by directors, supervisors and senior managers and their changes
Less than three months after the opening of the meeting;
(VI) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 5 under any of the following circumstances, the company’s directors, supervisors, senior managers and persons acting in concert shall not reduce their holdings of the company’s shares from the date of making the relevant decision to the date of termination or resumption of the 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 and non disclosure of important information.
Article 6 during the term of office, the shares transferred by directors, supervisors and senior managers 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 directors, supervisors and senior managers 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 directors, supervisors and senior managers shall calculate the number of transferable shares based on the shares issued by the company held by them at the end of the previous year.
Directors, supervisors and senior managers who transfer their shares of the company within the above number of transferable shares shall also abide by the provisions of Article 4 of these rules.
Article 8 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, 25% of the new shares with unlimited sales conditions can be transferred 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 directors, supervisors and senior managers increase due to the distribution of rights and interests 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 where the directors, supervisors and senior managers of the company plan to reduce their shares through centralized bidding trading at the stock exchange, they shall report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be put on record by the stock exchange. The contents of the reduction plan shall include but not limited to: the number, source, reason, method, reduction time interval, price interval and other information of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed six months.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) rules for the management of shares held by directors, supervisors and senior managers and their changes
Within the time range of reduction, the directors, supervisors and senior managers of the company 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 controlling shareholders, actual controllers and persons acting in concert of the company reduce their holdings to 1% of the total shares of the company, they shall also make an announcement on the matter within two trading days from the date of the occurrence of the fact.
If the company discloses major issues such as high-tech transfer or planning merger and reorganization within the time period of reduction, the directors, supervisors and senior managers of the company shall simultaneously disclose the progress of reduction and explain the relevance between this reduction and the above-mentioned major issues.
The directors, supervisors and senior managers of the company shall report to the stock exchange and make an announcement within two trading days after the implementation of the reduction plan; If the reduction is not implemented or the reduction plan is not completed within the pre disclosed reduction time interval, it shall report to the stock exchange and make an announcement within two trading days after the expiration of the reduction time interval.
Article 11 directors, supervisors and senior managers shall abide by the provisions of Article 44 of the securities law of the people’s Republic of China. If they sell their shares of the company within six months after buying, or buy them again within six 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 a timely manner. The above “sell within six months after purchase” refers to the sale within six months from the time point of the last purchase; “Buying again within six months after selling” refers to buying again within six months from the time point of the last sale.
Article 12 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 postponed due to special reasons, from 30 days before the original announcement date to the final announcement date;
(II) within ten 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 in the process of decision-making to two trading days after disclosure according to law;
(IV) other periods stipulated by Shenzhen Stock Exchange.
If the directors, supervisors and senior managers of the company buy and sell the company’s shares during the above-mentioned period in violation of regulations, they shall immediately report in writing to the Secretary of the board of directors of the company, and the company shall report to the regulatory authorities and deal with them in accordance with relevant regulations. Chapter III Information Disclosure
Article 13 the Secretary of the board of directors of the company is responsible for managing the identity of directors, supervisors and senior managers and the data and information of the company’s shares held by them, uniformly handling the online declaration of personal information for directors, supervisors and senior managers, and regularly checking the disclosure of directors, supervisors and senior managers’ trading of the company’s shares.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) rules for the management of shares held by directors, supervisors and senior managers and their changes
Article 14 the directors, supervisors and senior managers of the company shall report to the Shenzhen stock exchange through the board of directors of the listed company within two trading days of trading the company’s shares and their derivatives, 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;
(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 15 if the directors, supervisors and senior managers of the company violate the provisions of Article 44 of the securities law and sell their shares of the company within six months after buying, or buy them again within six months after selling, the board of directors of the company shall, in addition to recovering their income, 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 Shenzhen Stock Exchange.
Article 16 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the reported data, and bear the legal liabilities arising therefrom.
Chapter IV supplementary provisions
Article 17 matters not covered in these Rules shall be handled in accordance with relevant national laws, regulations, the articles of association and the stock listing rules of Shenzhen Stock Exchange.
Article 18 these Rules shall come into force from the date of deliberation and adoption by the board of directors of the company, and the same shall apply when amending.
Article 19 the board of directors of the company is responsible for the interpretation of this system.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
