Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Rules for the management of the shares of the company held by directors, supervisors and senior managers and their changes
February, 2002
Directors, supervisors and senior managers
Management rules for shares held by the company and their changes
Chapter I General Provisions
Article 1 in order to strengthen the management of the company’s shares held by the company’s directors, supervisors and senior managers and their changes, and maintain the order of the securities market, according to the company law and the securities law The rules for the administration of the shares of the company held by the directors, supervisors and senior managers of listed companies and their changes (hereinafter referred to as the “management rules”) and the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies These rules are formulated in accordance with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and other laws, administrative regulations, departmental rules and normative documents.
Article 2 These rules are applicable to the management of the company’s shares and their changes held by the company’s directors, supervisors and senior managers and natural persons, legal persons or other organizations specified in Article 9 of these rules.
Article 3 the shares of the company held by the directors, supervisors and senior managers of the company refer to all the shares of the company registered in their names. Where the above-mentioned personnel are engaged in margin trading, the company’s shares recorded in their credit account shall also be included in the statistics of the company’s shares held by them.
Chapter II prohibition and restriction of stock trading
Article 4 where the directors, supervisors and senior managers of the company make commitments on the proportion of shares held, holding period, change method, change quantity and change price, they shall strictly fulfill the commitments made.
Article 5 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) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, and less than six months have passed since the CSRC filed the case for investigation or the judicial organ filed the case for investigation, as well as after the administrative punishment decision and criminal judgment were made;
(V) directors, supervisors and senior managers have been publicly condemned by the stock exchange for violating the business rules of the stock exchange for less than three months;
(VI) other circumstances stipulated by laws, regulations, CSRC and stock exchanges.
In case of any change in the direct holding of the company’s shares by its directors, supervisors and senior managers due to the equity distribution of a listed company, the above provisions shall still be observed.
Article 6 under any of the following circumstances, if the company touches the warning standard of delisting risk, the directors, supervisors and senior managers of the company and their persons acting in concert shall not reduce their holdings of the company’s shares from the date of relevant decisions to the date of termination or resumption of listing of the company’s shares:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information;
(II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
(III) other major illegal delisting situations;
A person acting in concert refers to an investor who, through agreements or other arrangements, jointly expands the number of voting rights of shares of a listed company that he can control with other investors in the acquisition of a listed company and the change of relevant share rights and interests.
Article 7 the directors, supervisors and senior managers of the company 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 of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(II) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date when major events that may have a great impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the stock exchange.
Article 8 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law. If they sell their shares or other equity securities of the company within 6 months after they buy them, or buy them again within 6 months after they sell them, the proceeds from this shall belong to the company, The board of directors of the company shall recover its income and disclose the following information in a timely manner:
(I) the trading of stocks or other equity securities by relevant personnel in violation of regulations;
(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 Shanghai Stock Exchange.
The above “sell within 6 months after purchase” refers to the sale within 6 months from the time point of the last purchase; “Buying again within 6 months after selling” refers to buying again within 6 months from the time point of the last sale.
The shares or other equity securities of the company held by the above-mentioned directors, supervisors and senior managers include the shares or other equity securities of the company held by their spouses, parents and children and held in other people’s accounts.
Article 9 where shareholders holding more than 5% of the company’s shares buy and sell stocks or other equity securities, the provisions of Article 8 of these Rules shall apply.
Where shareholders holding more than 5% of the company’s shares reduce their shares through centralized bidding transaction, the provisions of Articles 18, 19 and 20 of these Rules shall apply, except for their reduction of shares obtained through centralized bidding transaction.
Article 10 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 11 If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he 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 his 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 12 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 the China Securities Regulatory Commission, Shanghai Stock Exchange or the company in accordance with the principle of substance over form, who have special relations with the company or its directors, supervisors and senior managers and may get inside information.
Chapter III information declaration, disclosure and supervision
Article 13 the Secretary of the board of directors of the company is responsible for managing the identity of the directors, supervisors and senior managers of the company and the data and information of the shares held by the company, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of shares of the company by the directors, supervisors and senior managers.
Fourteenth directors, supervisors and senior managers of the company shall, within the following time or period, entrust a company to declare to the Shanghai stock exchange, etc., the identity of the owner of the account, including, but not limited to, his name, office, ID number, securities account, and time of departure, etc., including his personal, spouses, parents, children and the stock holders holding shares.
(I) when the directors, supervisors and senior managers apply for initial registration of shares;
(II) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(VI) other time required by the stock exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shanghai Stock Exchange, China Clearing Shanghai branch and the board of directors of the company to manage their shares of the company in accordance with relevant regulations.
Article 15 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare, agree with the Shanghai Stock Exchange to timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 16 the company shall, in accordance with the requirements of CSDCC Shanghai Branch, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time. In case of any legal dispute caused by error confirmation or untimely feedback and correction information, the company shall solve it by itself and bear relevant legal liabilities.
Article 17 before trading the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall timely notify the Secretary of the board of directors of their trading plans. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the trading behavior may violate laws and regulations, relevant provisions of Shanghai Stock Exchange In case of the articles of association and the commitments made, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell, and remind them of relevant risks.
Article 18 where the directors, supervisors and senior managers of the company reduce their shares through centralized bidding trading, they shall report the reduction plan to the Shanghai stock exchange through the board of directors 15 trading days before the first sale of shares, and make an announcement. The contents of the reduction plan in the preceding paragraph shall include but not limited to: the number, source, reduction time interval, method, price interval, reduction reasons and other information of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed 6 months.
Article 19 within the pre disclosed reduction time interval, the directors, supervisors and senior managers of the company shall disclose the progress of reduction when the number of reduction is more than half or the reduction time is more than half.
Within the pre disclosed reduction time range, if the company discloses major matters such as high transfer or planning merger and reorganization, the company
The directors, supervisors and senior managers shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major matters.
Article 20 Where the directors, supervisors and senior managers of the company reduce their shares through centralized bidding trading of Shanghai Stock Exchange, they shall announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval.
Article 21 directors, supervisors, senior managers and other entities that increase their holdings intend to voluntarily disclose the increase plan in advance before the first increase of shares
