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极米科技: 董事和高级管理人员所持公司股份及其变动管理办法(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
极米科技股份有限公司 董事和高级管理人员所持公司股份及其变动管理办法 (草案) (H 股发行上市后适用) 第一章 总 则 第一条 为加强极米科技股份有限公司(以下简称"公司")对董事和高级管 理人员所持本公司股份及其变动的管理,根据《中华人民共和国公司法》(以下 简称"《公司法》")《中华人民共和国证券法》(以下简称"《证券法》")《上市公 司收购管理办法》《上市公司股东减持股份管理暂行办法》《上市公司董事和高 级管理人员所持本公司股份及其变动管理规则》《上海证券交易所科创板股票上 市规则》《香港联合交易所有限公司证券上市规则》(以下简称"《香港上市规 则》",包括但不限于《上市发行人董事进行证券交易的标准守则》(以下简称"《董 事证券标准守则》")及《企业管治守则》)、香港《证券及期货条例》等法律、法 规、规范性文件、公司股票上市地证券监管规则和《极米科技股份有限公司章程》 (以下简称"《公司章程》"),制定本办法。 第二条 本办法适用于公司的董事和高级管理人员所持公司股份及其变动的 管理。 第三条 董事和高级管理人员所持公司股份,是指登记在其名下的所有本公 司股份和利用他人账户持有的所有本公司股份。董事和 ...
天合光能: 天合光能股份有限公司董事和高级管理人员持有本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-08-22 15:16
General Provisions - The management system for the shares held by the board of directors and senior management of Trina Solar Limited is established to strengthen the management of shareholdings and changes in accordance with relevant laws and regulations [1][2] - This system applies to the management of shares held by the company's directors and senior management [1] Restrictions on Share Trading - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2] - Specific periods during which directors and senior management cannot buy or sell company shares include 15 days before the announcement of annual and semi-annual reports and five days before quarterly reports [3] Share Transfer Regulations - The number of shares that directors and senior management can transfer in a year is limited to a certain percentage of their total holdings, with specific rules for newly acquired shares and shares resulting from equity distribution [4] - Directors and senior management must comply with regulations regarding the reporting and disclosure of share trading activities [5][6] Information Reporting and Disclosure - The company secretary is responsible for managing the data and information regarding the shareholdings of directors and senior management, ensuring accurate and timely reporting [5] - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [7][8] Responsibilities and Penalties - Violations of the share trading regulations by directors and senior management will be reported to the board and relevant regulatory authorities, with potential internal disciplinary actions or penalties imposed [9] - The company will recover any profits from short-term trading violations by directors and senior management [9] Miscellaneous - Any matters not covered by this system will be executed according to national laws and regulations, and the system will take effect upon approval by the board of directors [10]
扬帆新材: 董事和高级管理人员所持公司股份及其变动管理规则
Zheng Quan Zhi Xing· 2025-08-12 16:23
扬帆新材料(浙江)股份有限公司 第一章 总则 第一条 为加强对扬帆新材料(浙江)股份有限公司(以下简称"公司")董 事、高级管理人员等主体所持公司股份及其变动的管理,维护证券市场秩序,根 据《中华人民共和国公司法》(以下简称《公司法》)《中华人民共和国证券法》 (以下简称《证券法》) 《上市公司董事和高级管理人员所持本公司股份及其变动 管理规则》 (以下简称《管理规则》) 《上市公司股东减持股份管理暂行办法》 《深 圳证券交易所上市公司自律监管指引第 18 号—股东及董事、高级管理人员减持 股份》 《深圳证券交易所上市公司自律监管指引第 10 号——股份变动管理》等法 律、行政法规、部门规章及规范性文件的规定,制定本管理规则。 第二条 公司董事和高级管理人员应当遵守本制度,严格按本制度的规定执 行。 第三条 公司董事和高级管理人员所持公司股份,是指登记在其名下和利用 他人账户持有的所有公司股份。公司董事和高级管理人员从事融资融券交易的, 其所持公司股份还包括记载在其信用账户内的公司股份。 第四条 公司董事和高级管理人员等主体在买卖公司股票及其衍生品种前, 应知悉《公司法》《证券法》等法律、法规关于内幕交易、操 ...
华如科技: 北京华如科技股份有限公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
Core Points - The company, Beijing Huaru Technology Co., Ltd., was established to protect the rights and interests of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][4] - The company was approved by the China Securities Regulatory Commission to publicly issue 26.37 million shares of ordinary stock and was listed on the Shenzhen Stock Exchange on June 23, 2022 [3][4] - The registered capital of the company is RMB 155.865 million, and its business term is set for 20 years, from November 23, 2011, to November 22, 2031 [3][4] Company Structure - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations [2][3] - The company has a total of 155.865 million shares issued, all of which are ordinary shares [7] - The company’s legal representative is the chairman of the board, and the company bears civil liability for the actions of its legal representative [3][4] Business Objectives and Scope - The company's business objective is to focus on simulation technology research and product development, contributing to the modernization of national defense and economic development [14] - The business scope includes software development, technical services, information technology consulting, and the manufacturing of various technological products, including virtual reality devices and intelligent robots [15][5] Share Issuance and Management - The company issues shares in a public, fair, and just manner, ensuring equal rights for all shares of the same category [17] - The company can increase its capital through various methods, including issuing new shares to specific investors or existing shareholders [23][8] - The company is prohibited from repurchasing its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [25][9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [34][12] - Shareholders are required to comply with laws and regulations and are liable for their subscribed shares [40][16] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [4][12] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as profit distribution and capital changes [46][20] - Shareholder meetings can be called by the board or by shareholders holding a significant percentage of shares, ensuring that all shareholders have a voice in company matters [52][23] - Decisions made at shareholder meetings require a majority or supermajority vote, depending on the nature of the decision [81][33]
强瑞技术: 董事和高级管理人员所持本公司股份及其变动管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-05 11:19
Core Viewpoint - The document outlines the management measures for the shares held by directors and senior management of Shenzhen Qiangrui Precision Technology Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency in shareholding changes [1][2]. Summary by Sections Management of Shareholding Changes - The company and its directors and senior management must adhere to the established management measures regarding shareholding changes, including commitments on shareholding ratios, holding periods, and transfer methods [1][2]. - Shares held by directors and senior management are defined as those registered in their names, including shares in margin trading accounts [1]. Transfer Restrictions - Directors and senior management are prohibited from transferring shares under specific conditions, such as within one year of the company's stock listing or within six months after leaving the company [1][2]. - Additional restrictions apply in cases of legal investigations or administrative penalties related to securities violations [1]. Transfer Limits - During their tenure, directors and senior management can transfer a maximum of 25% of their total shareholdings annually, with exceptions for certain circumstances [2]. - Newly acquired shares within the first year of listing are automatically locked for 100%, while 75% of shares acquired after one year are also locked [2]. Reporting and Disclosure - Directors and senior management must report their share transfer plans to the Shenzhen Stock Exchange 15 trading days before selling shares, including details on the number of shares, transfer methods, and reasons for the transfer [5]. - Any changes in shareholdings must be disclosed within two trading days, including the number of shares held before and after the transaction [7]. Compliance and Responsibilities - Directors and senior management must be aware of and comply with laws regarding insider trading and market manipulation, ensuring that their trading activities do not violate these regulations [6][8]. - The company’s board secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [8][9]. Effective Date - The management measures will take effect upon approval by the board of directors [10].