Hangzhou Century Co.Ltd(300078)
Measures for the management of shares held by directors, supervisors and senior managers and their changes (revised in January 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as the “company”) and their changes, and maintain the order of the securities market, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The relevant provisions of relevant laws, regulations and normative documents, such as the management rules for the shares held by directors, supervisors and senior managers of listed companies and their changes, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of gem listed companies, and in combination with the actual situation of the company, These measures are formulated. Article 2 These measures are applicable to the directors, supervisors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their names; Those engaged in margin trading and securities lending also include the shares of the company recorded in their credit accounts.
Article 3 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall be aware of the provisions of the company law, the securities law and other laws, regulations and normative documents on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Chapter II prohibited acts of stock trading
Article 4 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
(I) within one year from the date of listing and trading of the company’s shares;
(II) within half a year after the resignation of directors, supervisors and senior managers;
(III) directors, supervisors and senior managers who declare their resignation within six months from the date of IPO listing shall not transfer their directly held shares of the company within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within twelve months from the date of declaration of resignation.
If the company’s directors, supervisors, general manager and other senior managers directly hold shares of the company due to the distribution of rights and interests by the listed company, the above-mentioned personnel shall still abide by the commitments in the preceding paragraph.
(IV) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; (V) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange
Article 5 the directors, supervisors and senior managers of the company and their spouses shall not buy or sell the shares of the company during the following periods:
(I) within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, from 30 days before the original announcement date to the final announcement date;
(II) within ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of occurrence of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of legal disclosure;
(IV) other periods stipulated by Shenzhen Stock Exchange.
Article 6 the directors, supervisors and senior managers of the company shall ensure that the following natural persons, legal persons or other organizations do not buy or sell the shares of the company and its derivatives due to obtaining insider information:
(I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company; (II) legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
(III) securities affairs representatives of the company and their spouses, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company according to the principle of substance over form, which have special relations with the company or its directors, supervisors and senior managers and may obtain insider information. Where the above-mentioned natural persons, legal persons or other organizations buy and sell the company’s shares and their derivatives, the provisions of Article 13 of these Measures shall apply.
Chapter III information declaration, disclosure and supervision
Seventh directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare personal information to the Shenzhen stock exchange, including, but not limited to, name, duty, ID number, securities account, departure time, etc.
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing; (II) within two trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within two trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall be within two trading days after leaving office;
(VI) other time required by Shenzhen Stock Exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to manage their shares of the company in accordance with relevant regulations.
Article 8 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to Shenzhen Stock Exchange and China Clearing Shenzhen Branch, agree that Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 9 Where, due to the public or non-public issuance of shares, the implementation of equity incentives and other circumstances, the company makes additional transfer price, additional performance assessment conditions, set restricted sales period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers, the company shall, when going through the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 10 where the company stipulates a longer period of prohibition on transfer, a lower proportion of transferable shares or other restrictions on transfer of shares held by directors, supervisors and senior managers in accordance with the provisions of the articles of association, it shall report to Shenzhen Stock Exchange in time. CSDCC Shenzhen Branch locks its shares in accordance with the locking proportion determined by Shenzhen Stock Exchange.
Article 11 the company shall, in accordance with the requirements of CSDCC Shenzhen Branch, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time.
Article 12 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plan. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, The Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell in writing, and remind them of relevant risks.
Article 13 the directors, supervisors and senior managers of the company shall report to the Shenzhen stock exchange through the board of directors of the company within two trading days of trading the shares of the company and their derivatives, and make an announcement on the website designated by the Shenzhen Stock Exchange. The announcement includes:
(I) number of shares held by the company at the end of last year;
(II) the date, quantity and price of each share change from the end of last year to before this change;
(III) number of shares held before this change;
(IV) date, quantity and price of this share change;
(V) the number of shares held after the change;
(VI) other matters required to be disclosed by Shenzhen Stock Exchange.
If directors, supervisors, senior managers and the board of directors refuse to declare or disclose, Shenzhen Stock Exchange shall publicly disclose the above information on the designated website.
Article 14 Where the company’s directors, supervisors and senior managers hold shares of the company and their change proportion reaches the provisions of the measures for the administration of the acquisition of listed companies, they shall also perform the obligations of reporting and disclosure in accordance with the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Article 15 Where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to Shenzhen Stock Exchange.
Article 16 Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the company’s directors, supervisors and senior managers and natural persons, legal persons or other organizations specified in Article 8 of these measures. Shenzhen Stock Exchange may inquire about the purpose and source of funds of the above-mentioned persons for trading the company’s shares and their derivatives by sending inquiry letters, interview conversations, etc.
Chapter IV account and share management
Article 17 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, CSDCC Shenzhen Branch shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
Article 18 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of China Clearing Shenzhen Branch. Before account consolidation, CSDCC Shenzhen Branch will lock and unlock each account respectively.
Article 19 one year after the listing of the company, 75% of the shares with unlimited sales conditions of the company newly added in the securities account of directors, supervisors and senior managers during the year through secondary market purchase, convertible bonds into shares, exercise, agreement transfer and other means shall be automatically locked; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year. The newly added shares of the company in the securities accounts of directors, supervisors and senior managers less than one year after listing shall be automatically locked at 100%.
Article 20 the shares of the company that can be transferred but not transferred by the directors, supervisors and senior managers of the company in the current year shall be included in the total number of shares of the company held by them at the end of the current year, which shall be used as the calculation basis of transferable shares in the next year.
Article 21 on the first trading day of each year, CSDCC Shenzhen branch takes the shares of the company listed on the Shenzhen Stock Exchange registered in the name of the directors, supervisors and senior managers of the company on the last trading day of the previous year as the base, and calculates the legal limit of transferable shares of the current year at 25%; At the same time, the outstanding shares held by this person within the quota of transferable shares of this year with unlimited sales conditions shall be unlocked. When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When an account holds less than 1000 shares of the company, the amount of transferable shares in the current year is the number of shares of the company it holds. If the company’s shares held by directors, supervisors and senior managers change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares will be changed accordingly this year.
Article 22 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company they hold; Except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.
If the shares held by the directors, supervisors and senior managers of the company do not exceed 1000 shares, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph.
Article 23 for directors, supervisors and senior managers suspected of illegal trading, CSDCC Shenzhen branch may lock the shares of the company registered in its name in accordance with the requirements of CSRC and Shenzhen Stock Exchange.
Article 24 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers may entrust the company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for lifting the restrictions. After the restrictions are lifted, CSDCC Shenzhen Branch will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers, and the remaining shares will be automatically locked.
Article 25 during the lock-in period, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers, such as the usufruct, voting right and preemptive placement right, shall not be affected.
Article 26 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, CSDCC Shenzhen Branch will lock all the shares of the company held and newly added within six months from the date of their declaration of departure, and automatically unlock all the shares of the company with unlimited sales conditions after expiration.
Chapter V supplementary provisions
Article 27 matters not covered in these Measures shall be implemented in accordance with the relevant provisions of relevant national laws, administrative regulations and normative documents.
Article 28 the board of directors shall be responsible for the formulation, revision and interpretation of these measures.
Article 29 these Measures shall come into force on the date of deliberation and adoption by the board of directors of the company.
January, 2002
