General Principles - The company establishes a management system for the shares held by its directors and senior management to clarify procedures and strengthen management [1] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as guidelines from the Shenzhen Stock Exchange [1] Share Trading Regulations - Directors and senior management must be aware of legal prohibitions against insider trading, market manipulation, and short-term trading before buying or selling company shares [2] - All shares held by directors and senior management, including those in margin trading accounts, are subject to these regulations [2] - The company must enhance internal controls to ensure compliance with share trading regulations and requires written notification of trading plans from directors and senior management [2][3] Reporting and Disclosure - The company and its directors must ensure that all data submitted to the Shenzhen Stock Exchange is accurate and timely, and they bear legal responsibility for any inaccuracies [3] - Directors and senior management must report their personal and family shareholding information to the company within specified timeframes [3] Share Lock-up Policies - Shares held by directors and senior management are subject to lock-up periods, with 100% lock-up for shares acquired within the first year of listing and 75% for shares acquired thereafter [6][11] - The company must apply to the Shenzhen Stock Exchange for the registration of shares as restricted shares when certain conditions are met [10] Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as before the announcement of annual and quarterly reports [9] - There are restrictions on transferring shares within one year of the company's stock listing and for six months after leaving the company [9] Transfer Limits - Directors and senior management can only transfer up to 25% of their shares annually, with specific exceptions for certain circumstances [10] - Any untransferred shares at the end of the year will count towards the following year's transfer limit [11] Insider Information Management - The company must ensure that certain individuals do not trade based on insider information, including family members and controlled entities of directors and senior management [20] Information Disclosure Obligations - Changes in shareholdings by directors and senior management must be reported within two trading days and disclosed on the Shenzhen Stock Exchange [21] - Violations of trading regulations may result in the company recovering profits from illegal trades and disclosing the circumstances of such violations [22] Accountability and Penalties - The company will hold directors and senior management accountable for violations of the trading regulations, which may include disciplinary actions and legal consequences [27] - Any violations that significantly impact the company may lead to civil liability for the responsible individuals [27][28] Miscellaneous Provisions - The management system will be revised in accordance with future legal changes and must be approved by the company's board of directors [29][30]
江苏雷利: 董事、高级管理人员所持本公司股份及其变动管理制度(2025年7月)