Beijing Haitian Ruisheng Science Technology Ltd(688787)
Directors, supervisors, senior managers and core technicians
Shares held by the company and its change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the company”) directors, supervisors, senior managers and core technicians 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”) This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of relevant laws, regulations, normative documents and the Beijing Haitian Ruisheng Science Technology Ltd(688787) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the directors, supervisors, senior managers and core technicians of the company. The shares of the company held by them refer to all the shares of the company registered in their names.
Article 3 before buying and selling the company’s shares and their derivatives, the directors, supervisors, senior managers and core technicians 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 promise not to transfer within a certain period of time and within that period; (IV) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the stock exchange where the company is listed.
Article 5 where the company’s core technical personnel reduce their holdings of the company’s pre IPO shares, they shall abide by the following provisions: (I) they shall not transfer the company’s pre IPO shares within 12 months from the date of listing of the company’s shares and 6 months after leaving the company;
(II) within 4 years from the date of expiration of the pre IPO share restriction, the annual transfer of pre IPO shares shall not exceed 25% of the total number of pre IPO shares held by the company at the time of listing, and the reduction proportion can be used cumulatively;
(III) other circumstances stipulated by laws, regulations, the CSRC and the stock exchange on which the company is listed. Article 6 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares and their derivatives 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 of the annual report and semi annual report is postponed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement; (II) within ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) the period of listing of the company and other provisions of the CSRC.
Article 7 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading, agreement transfer and other means shall not exceed 25% of the total shares of the company, except for the change of shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on. On the first trading day of each year, based on the shares of the company registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year, the legal limit of transferable shares of the current year shall be calculated at 25%. 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.
If the shares held by directors, supervisors and senior managers 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.
One year after the listing of the company, the shares of the company with unlimited sales conditions newly added in the securities account of directors, supervisors and senior managers through secondary market purchase, convertible bonds to shares, exercise, agreement transfer and other means within the year shall be automatically locked at 75% and shall not be transferred; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year.
Article 8 if the directors, supervisors and senior executives leave before the expiration of their term of office, they shall abide by the following restrictive provisions within the term of office determined at the time of taking office and within 6 months after the expiration of their term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares held by the company;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of laws, administrative regulations, departmental rules, normative documents and the business rules of Shanghai Stock Exchange on the transfer of directors, supervisors and senior managers’ shares.
Article 9 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law. In violation of the provisions, they shall sell the shares or other equity securities of the company they hold within six months after buying, or buy them again within six months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds, And timely disclose the following contents:
(I) illegal trading of shares by relevant personnel;
(II) remedial measures taken by the company;
(III) the calculation method of income and the specific situation of income recovery by the board of directors;
(IV) other matters required to be disclosed by the stock exchange where the company is listed.
The above “sell within six months after purchase” refers to the sale within six months from the time point of the last purchase; “Buying again within six months after selling” refers to buying again within six months from the time point of the last sale.
The term “shares or other securities with equity nature held by directors, supervisors and senior managers” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
If shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, the provisions of this article shall apply.
Article 10 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 that have special relationship with the company or its directors, supervisors, senior managers and securities affairs representatives and may get inside information identified by the CSRC, the stock exchange on which the company is listed or the company according to the principle of substance over form.
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 17 of these systems shall apply.
Chapter III information declaration, disclosure and supervision
Article 11 the Secretary of the board of directors of the company is responsible for managing the identity of the directors, supervisors and senior executives of the company and the data and information of the company’s shares, uniformly handling the online declaration of personal information for the directors, supervisors and senior executives, and regularly checking the disclosure of the trading of the company’s shares.
Twelfth directors, supervisors and senior managers of the company shall, within the following time, entrust the company to declare their personal information to the Stock Exchange listed on the company (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 initial stock registration; (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 the stock exchange where the company is listed.
The above declaration data shall be regarded as the application submitted by relevant personnel to the stock exchange where the company is listed and the corresponding securities registration and settlement institution to manage their shares of the company in accordance with relevant regulations.
Article 13 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they report, agree that the stock exchange where the company is listed shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 14 Where, due to the public or non-public issuance of shares, the implementation of equity incentive and other circumstances, the company makes additional transfer price, additional performance evaluation conditions, set sales restriction period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers, the company shall timely disclose and do a good job in follow-up management.
Article 15 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, the company shall timely disclose and do a good job in subsequent management.
Article 16 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 17 the directors, supervisors and senior managers of the company shall make an announcement on the designated website through the board of directors within two trading days of buying and selling the company’s shares and their derivatives. The announcement includes:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
(III) the number of shares held after the change;
(IV) other matters required to be disclosed by the stock exchange where the company is listed.
If the directors, supervisors, senior managers and the board of directors refuse to disclose, the stock exchange on which the company is listed shall publicly disclose the above information on the designated website.
Article 18 where the company’s directors, supervisors, senior managers and core technicians hold the 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, regulations, normative documents and business rules.
Article 19 the directors, supervisors and senior managers of the company shall not carry out margin trading with the company’s shares as the underlying securities.
Article 20 during the period of share lock-in, the relevant rights and interests of the company’s shares held by directors, supervisors, senior managers and core technicians, such as the usufruct, voting right and preemptive placement right, shall not be affected. Chapter IV supplementary provisions
Article 21 matters not covered in this system shall be implemented in accordance with the relevant provisions of relevant national laws, regulations and normative documents.
Article 22 the board of directors is responsible for the formulation, revision and interpretation of this system.
Article 23 the system shall come into force after being reviewed and approved by the board of directors of the company.
Beijing Haitian Ruisheng Science Technology Ltd(688787) February 9, 2022
