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董事及高管持股变动管理
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成大生物: 辽宁成大生物股份有限公司董事、高级管理人员持股变动管理办法
Zheng Quan Zhi Xing· 2025-08-12 16:13
Core Viewpoint - The document outlines the management measures for the shareholding changes of directors and senior management at Liaoning Chengda Biological Co., Ltd, emphasizing compliance with relevant laws and regulations to prevent insider trading and ensure transparency in share transactions [1][2]. General Principles and Regulations - The management measures apply to all shares held by directors and senior management, including those held in multiple accounts and through margin trading [2]. - Senior management includes positions such as the general manager, deputy general managers, board secretary, and financial director [2]. - Directors and senior management must be aware of legal prohibitions against insider trading and market manipulation before engaging in share transactions [2]. Transfer of Shares - Directors and senior management can transfer a maximum of 25% of their total shares annually, with exceptions for judicial enforcement or inheritance [3]. - Shares held by directors and senior management that increase during the year will be included in the calculation of transferable shares for that year [3]. - Untransferred shares at the end of the year will be counted towards the next year's transferable shares [3]. Restrictions on Share Transactions - Directors and senior management are prohibited from transferring shares within six months after leaving their positions [10]. - They cannot engage in share transactions during specific periods, such as before the announcement of annual or quarterly reports [6][7]. - There are strict rules against transferring shares if the company is under investigation for securities violations or if the individual is under investigation for related offenses [5][10]. Notification and Disclosure - The board secretary is responsible for managing the data and information related to the shareholdings of directors and senior management [8]. - Any plans for buying or selling shares must be communicated in writing to the board secretary for confirmation [8]. - Directors and senior management must report any changes in their shareholdings within two trading days [9]. Accountability - The board of directors is responsible for addressing violations of these management measures [11]. - Any illegal trading activities by directors and senior management may result in their dismissal and potential civil liability for damages caused to the company [11][12]. - Profits from violations of these regulations must be returned to the company [11].
兰生股份: 东浩兰生会展集团股份有限公司董事、高级管理人员持股变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:12
General Principles - The management system for shareholding changes of directors and senior management of Donghao Lansheng Exhibition Group Co., Ltd. is established to regulate the management of shares held by these individuals in accordance with relevant laws and regulations [2][3] - Directors and senior management must comply with the restrictions on share changes as stipulated in the Company Law, Securities Law, and other relevant regulations [2][3] Shareholding Commitments - Directors and senior management are required to strictly adhere to any commitments made regarding the proportion, duration, method, quantity, and price of shareholding changes [3] - They must be aware of the prohibitions against insider trading and market manipulation before engaging in any transactions involving the company's shares [3] Reporting and Disclosure - Directors and senior management must report their personal information and any changes in shareholding within specified timeframes, including new appointments and changes in personal information [4][5] - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change, the date, quantity, price, and reasons for the change [6][8] Share Reduction Plans - If directors and senior management plan to reduce their shareholdings, they must submit a reduction plan to the Shanghai Stock Exchange, detailing the number of shares, time frame, price range, and reasons for the reduction [7] - After completing a reduction plan, they must report and announce the results within two trading days [10] Prohibited Trading Periods - Directors and senior management are prohibited from trading the company's shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [11] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [12] Transfer Limitations - During their term and for six months after, directors and senior management can only transfer up to 25% of their total shareholdings each year, with certain exceptions [9][12] - Shares held for less than one year or during specific legal investigations cannot be transferred [12] Legal Compliance - The company and its directors and senior management must ensure that all reported data is truthful, accurate, timely, and complete, and they bear legal responsibility for any discrepancies [8] - Any violations of the Securities Law regarding share trading must result in the company recovering any profits made from such transactions [11]
海鸥住工: 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06月)
Zheng Quan Zhi Xing· 2025-06-25 19:45
General Principles - The document outlines the management system for the shares held by the board members and senior management of Guangzhou Seagull Housing Industrial Co., Ltd, aiming to strengthen the management of shareholding and trading activities [1][2]. - The system is applicable to all shares held by the company's directors and senior management, including those held in others' accounts and through margin trading [1][2]. Share Trading Management - Directors and senior management must notify the board secretary in writing before trading shares, who will verify compliance with relevant laws and regulations [2]. - There are restrictions on share transfers during specific periods, such as within one year of the company's stock listing and within six months after leaving the company [2][3]. - A prohibition on trading exists during certain windows, including 15 days before the annual and semi-annual reports and 5 days before quarterly reports [3][4]. Short-term Trading Restrictions - Directors and senior management are prohibited from short-term trading, defined as selling shares within six months of purchase or buying shares within six months of selling [4][5]. Reporting Requirements - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change [5][6]. Transfer Limits - During their term and for six months after, directors and senior management can only transfer up to 25% of their shares each year, with specific exceptions for legal circumstances [6][7]. Shareholding Increase Regulations - Directors and senior management must disclose any plans for increasing their shareholdings and report on the progress of such plans [7][8]. Accountability Measures - The company is responsible for monitoring compliance with shareholding and trading regulations, with the board secretary overseeing the reporting and disclosure of shareholding changes [9][10]. - Violations of these regulations may result in penalties from regulatory authorities and internal disciplinary actions [10][11].