公司股份买卖规范
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正海生物: 公司控股股东、实际控制人、董事、高级管理人员买卖公司股份的行为规范
Zheng Quan Zhi Xing· 2025-08-04 16:22
Core Points - The document outlines the regulations governing the trading of shares by controlling shareholders, actual controllers, directors, and senior management of Yantai Zhenghai Biological Technology Co., Ltd. [1] - The regulations are based on various laws and guidelines, including the Company Law, Securities Law, and specific rules from the Shenzhen Stock Exchange [1][2]. Group 1: Definitions and Scope - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total capital or having significant influence over shareholder meetings [2]. - The actual controller is defined as a natural person or legal entity that can control the company's actions through investment relationships or agreements, even if they do not hold a majority of shares [2]. - The regulations apply to the trading behavior and information disclosure of controlling shareholders, actual controllers, directors, and senior management [1][3]. Group 2: Trading Behavior Management - Controlling shareholders, actual controllers, directors, and senior management must notify the board secretary in writing before trading shares, and the board secretary must verify the company's disclosure and significant matters [3]. - They are prohibited from using others' accounts or providing funds to trade the company's shares [4]. - There are specific periods during which directors and senior management cannot trade shares, such as 15 days before the annual or semi-annual report announcements [4]. Group 3: Shareholding Restrictions - Directors and senior management cannot transfer shares within one year of the company's stock listing or within six months after leaving their positions [4]. - Controlling shareholders and actual controllers are restricted from reducing their holdings if the company is under investigation for securities violations or facing potential delisting [5]. - The total number of shares that controlling shareholders and actual controllers can reduce through centralized bidding within any 90-day period is limited to 1% of the company's total shares [5]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must report their share reduction plans to the stock exchange 15 trading days before the first sale [8]. - They must disclose the number of shares to be reduced, the time frame, price range, and reasons for the reduction [9]. - Any significant changes in shareholding must be reported within two trading days after the transaction [10]. Group 5: Miscellaneous Provisions - The regulations will be executed in accordance with national laws and the company's articles of association [11]. - The board of directors is responsible for interpreting these regulations and they will take effect upon approval by the board [11].