New Hope Liuhe Co., Ltd.
Management System for Shareholding Changes of Directors and Senior Management (Draft)
(Applicable After H Share Offering and Listing)
Chapter 1 General Provisions
Article 1 To strengthen the management of shareholding changes of directors and senior management of New Hope Liuhe Co., Ltd. (hereinafter referred to as the "Company" or "this Company"), further clarify the handling procedures, and in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Management Measures for Shareholding Changes of Directors and Senior Management of Listed Companies," the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules"), the "Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 10 - Share Change Management," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 18 - Reduction of Shareholdings by Shareholders, Directors, and Senior Management" (hereinafter referred to as the "Reduction of Shareholdings Guide"), and other laws, regulations, normative documents, stock listing place securities regulatory rules, and the "Articles of Association," and in conjunction with the Company's actual situation, this Management System is formulated.
Article 2 This System applies to the management of shareholding changes of directors and senior management of the Company.
In accordance with the "Securities and Futures Ordinance" of Hong Kong, in addition to directly held interests and short positions, directors and senior management are also deemed to have interests in the holdings or short positions of the following persons: (I) Their spouses and children under the age of eighteen; (II) Companies they control; (III) A trust, where they are (A) the trustee (not a passive trustee), (B) the beneficiary, or (C) in the case of a discretionary trust, the settlor and can influence the trustee's discretionary decisions.
Article 3 The shares of the Company held by directors and senior management of the Company refer to all shares of the Company registered in their names and held through accounts of others; for margin financing and securities lending transactions, it also includes shares of the Company recorded in their margin accounts.
Directors and senior management of the Company are prohibited from engaging in margin financing and securities lending transactions of the Company's shares as underlying securities.
If directors and senior management of the Company entrust others to trade the Company's shares on their behalf, it shall be deemed as their own action, and they shall comply with this System and fulfill relevant inquiry and reporting obligations.
Article 4 Before trading the Company's shares and their derivative products, directors and senior management of the Company shall be aware of the provisions of laws, regulations, departmental rules, normative documents such as the "Company Law," "Securities Law," and the "Securities and Futures Ordinance" of Hong Kong, as well as the regulations on insider trading, market manipulation, and other prohibited acts, and the restrictions on shareholding changes in the securities regulatory rules of the Company's stock listing place, and shall not conduct illegal or irregular transactions.
Directors and senior management shall strictly abide by any commitments made regarding the change of their shareholdings.
Article 5 Directors and senior management of the Company shall, when trading the Company's shares and their derivative products, fulfill their obligations of truthful, accurate, complete, and timely disclosure of information in accordance with laws, regulations, and normative documents, as well as the securities regulatory rules of the Company's stock listing place.