Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Directors, supervisors and senior managers
Shareholding change management system
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II information declaration and disclosure 2 Chapter III shareholding change management Chapter IV procedures for buying and selling the company’s shares Chapter V accountability 7 Chapter VI Supplementary Provisions eight
Guangdong Enpack Packaging Co.Ltd(002846)
Management system for shareholding change of directors, supervisors and senior managers
Chapter I General Provisions
Article 1 in order to regulate the management of the holding and trading of the company’s shares by the directors, supervisors and senior managers of Guangdong Enpack Packaging Co.Ltd(002846) (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, No. 10 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – management of share changes, several provisions on the reduction of shares held by shareholders, directors and supervisors 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 and other laws Regulations, normative documents, Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions are hereby formulated in combination with the actual situation of the company.
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.
Article 3 this system is applicable to the management of the company’s shares and their changes held by the company’s directors, supervisors and senior managers and natural persons, legal persons and other organizations specified in Article 13 of this system.
Chapter II information declaration and disclosure
Article 4 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 natural persons, legal persons or other organizations specified in Article 13 of the system, as well as the data and information of the company’s shares held by them, uniformly organizing the online declaration of personal information for the above-mentioned personnel, and regularly checking the disclosure of their purchase and sale of the company’s shares.
Article 5 directors Supervisors and senior managers shall entrust the company to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “depository and Clearing Company”) (including but not limited to name, position, ID number, securities account, leaving time, etc.):
(I) when the directors, supervisors and senior managers of the company apply for initial registration of shares;
(II) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress); Within 2 trading days after the new senior management 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 SZSE.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and registration and Clearing Company to manage their shares of the company in accordance with relevant regulations.
Article 6 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to the Shenzhen Stock Exchange and the registration and Clearing Company, agree that the Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 7 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the registration and settlement company shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
Article 8 where the directors, supervisors and senior managers of the company have multiple securities accounts, they shall be merged into one account in accordance with the provisions of the registration and settlement company. Before merging the accounts, the registration and settlement company shall lock and unlock each account in accordance with the relevant provisions.
Article 9 the company will confirm the information related to the share management of the company’s directors, supervisors and senior managers in accordance with the requirements of the registration and settlement company, and feed back the confirmation results in time.
Article 10 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 Management of shareholding changes
Article 11 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; Directors, supervisors and senior managers who declare their resignation after the company’s shares are listed on the stock exchange shall, within 12 months after the declaration of resignation, sell the company’s shares through the stock exchange, accounting for no more than 50% of the total shares of the company they hold;
(III) the directors, supervisors and senior managers promise not to transfer the company’s shares 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 stock exchange for violating the rules of the stock exchange for less than 3 months;
(VI) other periods stipulated by laws, regulations, normative documents and Shenzhen Stock Exchange.
Article 12 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 is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled 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 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 stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 13 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;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers;
(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, who have special relations with the company or its directors, supervisors and senior managers and may get inside information. Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Articles 11 and 12 of this system shall apply.
Article 14 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 47 of the securities law. If they sell their shares of the company within 6 months after purchase or buy them again within 6 months after sale in violation of the provisions, the proceeds therefrom shall belong to the company. The board of directors of the company shall recover its income and disclose the following contents in a timely manner:
(I) illegal trading of the company’s 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 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; “Buying again within 6 months after selling” refers to buying again within 6 months from the time point of the last sale.
Article 15 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 16 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 11 of these rules.
Article 17 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 company’s directors, supervisors and senior managers directly hold shares of the company due to equity distribution, etc., the above provisions shall still be observed. Article 18 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 19 when leaving office, directors, supervisors and senior managers shall timely entrust the company in writing to report the leaving information to the Shenzhen Stock Exchange and handle the share locking. The registration and Clearing Company shall lock all its shares and new shares of the company within six months from the date of its actual departure, and automatically unlock all its shares with unlimited sales conditions after the expiration.
Article 20 for directors, supervisors and senior managers suspected of illegal transactions, the registration and Clearing Company may lock the shares of the company registered in their names in accordance with the requirements of the CSRC and the Shenzhen Stock Exchange.
Article 21 during the lock-in period, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers, such as the usufruct, voting right and preemptive placement right, shall not be affected.
Chapter IV procedures for buying and selling the company’s shares
Article 22 the directors, supervisors and senior managers of the company, as well as the natural persons, legal persons and other organizations specified in Article 13 of the system, shall report the trading intention and confirm the trading plan to the Secretary of the board of directors in advance before trading the company’s shares and their derivatives. The specific requirements are as follows:
(I) the directors, supervisors and senior managers of the company shall entrust the Secretary of the board of directors to make a written report on the intention to buy and sell the company’s shares through competitive trading within six months from the date of declaration. The Secretary of the board of directors has the responsibility to remind them that they shall not violate the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association or relevant commitments made by individuals when buying and selling the company’s shares;
(II) the directors, supervisors and senior managers of the company shall submit the inquiry letter on the trading of the company’s securities (Annex I) to the board of directors at least three trading days before the proposed trading of the company’s shares, which shall be confirmed by the Secretary of the board of directors;
(III) after receiving the inquiry letter, the Secretary of the board of directors shall check the progress of the company’s information disclosure and major issues, form a clear opinion of approval or opposition, fill in the confirmation letter of inquiry about the trading of securities of the company (Annex II), and submit it to the inquirer before its planned trading time;
(IV) if the Secretary of the board of directors buys or sells the company’s securities, he shall refer to the above requirements and be confirmed in writing by the chairman of the board of directors;
(V) the Secretary of the board of directors shall designate a person to number and register the inquiry letter on the purchase and sale of the company’s securities and the confirmation letter on the purchase and sale of the company’s securities and keep them properly.
Before receiving the confirmation from the Secretary of the board of directors, it is not allowed to conduct trading on the company’s shares and their derivatives without authorization.
Article 23 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 one trading day from the date of the fact, and the company shall report and announce to the Shenzhen Stock Exchange within two trading days from the date of the fact. 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 Shenzhen Stock Exchange.
Article 24 the reduction of shares held by senior directors and supervisors of listed companies and the relevant provisions of the CSRC shall be strictly followed. Including but not limited to:
(I) the directors, supervisors and senior managers of the company shall, at least 15 trading days before the proposed reduction of the company’s shares, submit an application in writing to the board of directors for the reduction plan (the reduction time interval disclosed each time shall not exceed 6 months) and fill in the inquiry letter on the purchase and sale of the company’s securities (Annex I). The board of directors shall review it in accordance with Article 12 of these measures. After confirming the reduction plan, the board of directors shall report to the stock exchange 15 trading days before the applicant’s first sale, disclose the reduction plan in advance and submit it to the Shenzhen stock exchange for filing;
(II) the contents of the reduction plan of the company’s directors, supervisors and senior managers shall include but not limited to: the number of shares to be reduced, the source, the reduction time interval, the method, the price interval and the reasons for the reduction. The reduction time interval of each disclosure shall not exceed 6 months;
(III) more than half of the planned reduction or reduction of shares by directors, supervisors and senior managers within the pre disclosed reduction time interval
