Jiangxi Selon Industrial Co.Ltd(002748)
Major shareholders, directors, supervisors and senior managers
Shares held by the company and its change management system
general provisions
Article 1 in order to strengthen the management of the shares held by the controlling shareholders of Jiangxi Selon Industrial Co.Ltd(002748) (hereinafter referred to as “the company”) and shareholders holding more than 5% (hereinafter referred to as “major shareholders”), directors, supervisors and senior managers (hereinafter referred to as “directors, supervisors and senior managers”) and their changes, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, some provisions on share reduction by shareholders, directors, supervisors and senior managers of listed companies of China Securities Regulatory Commission and other laws This system is formulated in accordance with the relevant provisions of administrative regulations, departmental rules, normative documents and Jiangxi Selon Industrial Co.Ltd(002748) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the management of the company’s shares held by the company’s major shareholders, directors, supervisors and senior executives and their changes.
Article 3 the shares of the company held by the major shareholders and directors, supervisors and senior managers of the company refer to all the shares of the company registered in their names. Where the directors, supervisors and senior managers of the company are engaged in margin trading, they also include the shares of the company recorded in their credit accounts. Major shareholders and directors, supervisors and senior managers of the company who engage in margin trading shall abide by relevant regulations and report to Shenzhen Stock Exchange.
Article 4 the term “senior managers” as mentioned in this system refers to the general manager, deputy general manager, financial director, Secretary of the board of directors and other personnel specified in the articles of association of the company.
Article 5 before buying and selling the company’s shares and their derivatives, the major shareholders and 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 and other prohibited acts, and shall not conduct illegal and illegal transactions.
Article 6 under any of the following circumstances, the major shareholders of the company shall not reduce their shares:
(I) the company is suspected of criminal investigation or has not been placed on file for criminal punishment by the Securities Regulatory Commission within six months after the filing of the case or the judicial decision of the Securities Regulatory Commission; (II) the major shareholder has been publicly condemned by the stock exchange for violating the self-discipline rules of the stock exchange for less than three months;
(III) other circumstances prescribed by the CSRC.
Article 7 the shares of the company held by the directors, supervisors and senior management 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 the directors, supervisors and senior management of the company;
(III) the directors, supervisors and senior management of the company promise not to transfer within a certain period of time and within that period;
(IV) during the period when the directors, supervisors and senior executives are placed on file for investigation by China Securities Regulatory Commission or judicial organs due to suspected violations and crimes of securities and futures, and less than six months after the administrative punishment decision and criminal judgment are made;
(V) the directors, supervisors and senior executives have been publicly condemned by the stock exchange for violating the self-discipline rules of the stock exchange for less than three months;
(IV) other circumstances stipulated by laws and regulations, the CSRC and the stock exchange.
Article 8 the directors, supervisors and senior management 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, 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 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 Shenzhen Stock Exchange.
Article 9 the directors, supervisors and senior management of the company shall abide by the provisions of Article 44 of the securities law. After legally buying or selling the company’s shares in accordance with the relevant provisions of laws and regulations, it is prohibited to carry out reverse transactions within 6 months, that is, they cannot sell or buy within 6 months after buying.
Article 10 if the major shareholders, directors, supervisors and senior executives of the company plan to reduce their shares through centralized bidding trading at the stock exchange, they shall disclose the reduction plan in advance 15 trading days before the first sale, which shall be filed by the stock exchange.
The contents of the reduction plan specified in the preceding paragraph shall include but not limited to: the number, source, reduction time, method, price range and reasons of the shares to be reduced. The time interval for reduction shall comply with the provisions of the stock exchange.
Within the pre disclosed reduction time range, major shareholders, directors, supervisors and senior managers shall disclose the progress of reduction in accordance with the provisions of the stock exchange. After the implementation of the share reduction plan, the major shareholders, directors, supervisors and senior managers shall report to the stock exchange within two trading days and make an announcement; 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 the total number of shares reduced by the major shareholders of the company through the centralized bidding transaction of the stock exchange within three months shall not exceed 1% of the total number of shares of the company.
The reduction of shareholders’ holdings of shares issued before the company’s initial public offering and non-public shares of the company through centralized bidding trading at the stock exchange shall comply with the proportion limit specified in the preceding paragraph. The number of shares held by shareholders that are not publicly issued by the company and are reduced through centralized bidding trading within 12 months after the expiration of the limited sale period of shares shall also comply with the proportion limit stipulated by the stock exchange. When calculating the shares held by the company’s major shareholders, the preceding three paragraphs shall apply.
Article 12 If the shares are reduced through agreement transfer, resulting in the transferor no longer having the status of major shareholder, the transferor and transferee of shares shall continue to abide by the provisions of Articles 10 and 11 of these Provisions within six months after the reduction.
If shareholders reduce their holdings of shares issued before the company’s initial public offering and non-public shares of the company through agreement transfer, the transferor and transferee of shares shall continue to comply with the provisions of paragraph 2 of Article 11 of these Provisions within 6 months after the reduction.
Article 13 if the major shareholders of the company reduce their shares through block trading, or the shareholders reduce their shares issued before the company’s initial public offering or non-public issued shares of the company through block trading, the transferor and transferee of shares shall abide by the provisions of the stock exchange on the number and holding time of reduction.
When applying the provisions of the preceding paragraph, the shares held by the major shareholders of the company and the persons acting in concert shall be calculated together.
Article 14 the provisions of this system on the reduction of major shareholders’ holdings shall not apply to the reduction of major shareholders’ holdings of the company’s shares purchased through centralized bidding trading in the stock exchange.
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 held by them, 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, which is not limited by the transfer proportion in the preceding paragraph.
Article 16 the number of transferable shares shall be calculated based on the shares issued by the company held by the directors, supervisors and senior managers of the company at the end of the year above. 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.
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 are included in the calculation base of transferable shares in the next year. If the shares of the company held by the directors, supervisors and senior managers increase due to the equity distribution of the company, the transferable quantity of the current year can be increased in the same proportion. Article 18 the shares of the company that can be transferred but not transferred by the directors, supervisors and senior management 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 the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the “securities registration company”) may lock the shares of the company registered in its name in accordance with the requirements of the CSRC and Shenzhen Stock Exchange.
Chapter III declaration and management of changes in shares of major shareholders, directors, supervisors and senior executives
Article 20 the Secretary of the board of directors of the company is responsible for managing the identities of the directors, supervisors and senior management of the company and the natural persons, legal persons or other organizations specified in Article 37 of the system, as well as the data and information of the shares held by the company, uniformly handling the online declaration of personal information for the above personnel, and regularly checking the disclosure of their trading of the company’s shares.
Article 21 before buying and selling the company’s shares and their derivatives, the directors, supervisors and spouses of the above-mentioned personnel 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 of the company shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the relevant directors, supervisors and spouses of the proposed trading in writing, And prompt relevant risks.
Article 22 Where the company makes additional transfer price, additional performance assessment conditions, set restricted sales period and other restrictive conditions for the transfer of the shares held by the directors, supervisors and senior managers due to the public or non-public issuance of shares, the implementation of equity incentive plan, etc., the company shall, when going through the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange and securities registration company to register the shares held by relevant personnel as shares with limited sales conditions.
Article 23 after the directors, supervisors and senior management of the company entrust the company to declare personal information, the securities registration company shall lock the shares of the company registered in the securities account opened under its ID card number according to its declaration data. Article 24 Where the directors, supervisors and senior management of a company have multiple securities accounts, they shall be merged into one account in accordance with the provisions of the securities registration company. Before merging the accounts, the securities registration company shall lock and unlock each account in accordance with the relevant provisions.
Article 25 Where the shares held by the company’s directors, supervisors and senior managers are registered as restricted shares, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers may entrust the company to apply to the Shenzhen Stock Exchange and the securities registration company for lifting the restrictions. After the restrictions are lifted, the securities registration company will automatically unlock the shares within the remaining amount of transferable shares under the name of Dong Jiangao, and the remaining shares will be automatically locked.
Article 26 during the lock-in period, the relevant rights and interests of the company’s shares held by the directors, supervisors and senior executives according to law, such as the usufruct, voting right and preemptive placement right, will not be affected.
Article 27 after the directors, supervisors and senior managers of the company leave office and entrust the company to declare personal information, the securities registration company will lock all the shares of the company held and newly added by them within 6 months from the date of their declaration. After 6 months from the date of their departure, all the shares of the company held by them will be unlocked automatically.
Article 28 the directors, supervisors and senior management of the company shall entrust the company to report its personal identity information (including but not limited to name, position, ID number, securities account, time of leaving office, etc.) to Shenzhen Stock Exchange and securities registration company within the following time:
(I) when the company is listed, the directors, supervisors, senior managers and securities affairs representatives apply for initial registration of shares;
(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 and securities affairs representatives is approved by the board of directors;
(III) the current directors, supervisors, senior managers and securities affairs representatives shall change their declared personal information within 2 trading days;
(IV) the current directors, supervisors, senior managers and securities affairs representatives shall, within 2 trading days after leaving office;
(V) other time required by Shenzhen Stock Exchange.
Article 29 the company and its directors, supervisors and supervisors shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange and the securities registration 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 30 after the directors, supervisors and senior management of the company entrust the company to declare personal information, the securities registration company shall lock the shares of the company registered in the securities account opened under its ID card number according to its declaration data.
One year after the listing of the company, the shares of the company with unlimited sales conditions newly added in the year through secondary market purchase, convertible bonds to shares, exercise, agreement transfer and other means in the securities account of the directors, supervisors and senior managers shall be automatically locked at 75%; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
If the company has been listed for less than one year, the newly added shares of the company in the securities account of the directors, supervisors and senior managers shall be automatically locked at 100%. Article 31 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare, agree with Shenzhen Stock Exchange to timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 32 for the directors, supervisors and senior managers suspected of illegal trading, the securities registration company may lock the shares of the company registered in their names in accordance with the requirements of the CSRC and Shenzhen Stock Exchange.
Chapter IV information disclosure management of changes in shares of major shareholders, directors, supervisors and senior managers
Article 33 The directors, supervisors and senior management of the company shall report to the Shenzhen stock exchange through the board of directors of the company within 2 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.
third
