中材科技: 中材科技股份有限公司董事及高级管理人员所持本公司股份及其变动管理制度

Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of the company, emphasizing compliance with relevant laws and regulations regarding insider trading and share transfer restrictions. Group 1: Shareholding Management - The system is established to strengthen the management of shares held by directors and senior management, clarifying procedures based on various laws and regulations [1] - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading the company's shares [2] - Shares held by directors and senior management include those registered in their names and those held through others' accounts, including shares in margin trading accounts [3] Group 2: Transfer Restrictions - Shares held by directors and senior management cannot be transferred under specific conditions, such as within one year of the company's stock listing or within six months after leaving the company [4] - The maximum number of shares that can be transferred annually is limited to 25% of their total holdings, with exceptions for certain circumstances [5][6] - Newly acquired shares can be transferred under specific conditions, with a portion of newly issued shares being available for transfer in the following year [7] Group 3: Disclosure Requirements - Directors and senior management must report and disclose their share transfer plans to the stock exchange 15 trading days before selling shares [4] - After completing a share transfer, they must report the transaction within two trading days, including details such as the number of shares and transaction date [6][7] - In case of a divorce affecting shareholdings, both parties must adhere to the established regulations [5] Group 4: Trading Restrictions - Directors and senior management are prohibited from trading the company's shares during specific periods, such as 15 days before the annual or semi-annual report announcements [5] - Violations of trading regulations, such as selling shares within six months of purchase, will result in the company reclaiming the profits [6][7] - The company must ensure that certain individuals do not engage in trading based on insider information [6] Group 5: Compliance and Reporting - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [10] - Directors and senior management must ensure the accuracy and timeliness of their reported data to the stock exchange [7][8] - The company must apply for the registration of shares as restricted shares when certain conditions are met [9]