Henan Qingshuiyuan Technology Co.Ltd(300437)
Directors, supervisors and senior management
Shares held in the company and their changes
Management measures
March 7, 2002
Henan Qingshuiyuan Technology Co.Ltd(300437)
Measures for the administration of the shares of the company held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “the company” or “the company”) and their changes, 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 management rules for the shares held by the directors, supervisors and senior managers of listed companies and their changes, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The relevant provisions of laws, regulations and normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of companies listed on Shenzhen Stock Exchange, and the Henan Qingshuiyuan Technology Co.Ltd(300437) articles of Association (hereinafter referred to as the “articles of association”), These measures are formulated.
Article 2 These measures are applicable to the shares of the company held by the directors, supervisors, senior managers and relevant personnel specified in Article 9 and their changes.
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.
The company’s directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Article 4 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 and regulations on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Article 5 the directors, supervisors and senior managers of the company shall not conduct margin trading with the company’s shares as the underlying securities.
Chapter II prohibited acts of stock trading
Article 6 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 1 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, CSRC and Shenzhen Stock Exchange.
Article 7 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;
(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 securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and Shenzhen 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 of the company within 6 months after buying, or buy them again within 6 months after selling, the resulting income shall belong to the company. The board of directors of the company shall recover their income and disclose the following contents in time:
(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 Shenzhen 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 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.
Article 9 where shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, the provisions of Article 8 of these Measures shall apply.
Article 10 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their shares:
(I) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, during the period when they are filed for investigation by the CSRC or judicial organs, and less than six months after the administrative punishment decision and criminal judgment are made;
(II) directors, supervisors and senior managers have been publicly condemned by Shenzhen stock exchange for violating the business rules of the stock exchange for less than three months;
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange.
Article 11 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their holdings of the company’s shares from the date of making the relevant decision until the listing of the company’s shares is terminated or resumed:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information; The law shall be transferred to the public security organ.
The persons acting in concert with the directors, supervisors and senior managers specified in the preceding paragraph shall abide by the provisions of the preceding paragraph. Article 12 the directors, supervisors and senior managers of the company shall ensure that the following natural persons, legal persons or other organizations (hereinafter referred to as “relevant personnel”) do not buy or sell the shares of the company and its derivatives due to 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) other natural persons, legal persons or other organizations identified by the CSRC, Shenzhen 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.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Article 19 of these Measures shall apply.
Chapter III information declaration, disclosure and supervision
Thirteenth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare their personal identity information to the Shenzhen stock exchange and China Clearing Shenzhen branch (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 2 trading days after the appointment of new directors and supervisors is approved by the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved by the board of directors;
(III) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(IV) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(V) other time required by Shenzhen Stock Exchange.
Article 14 the directors, supervisors and senior managers of the company shall ensure that the data they entrust the company to report to Shenzhen Stock Exchange and China Clearing Shenzhen Branch are timely, true, accurate and complete, agree that Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by themselves and relevant personnel, and bear the legal liabilities arising therefrom.
Article 15 Where 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 due to the public or non-public issuance of shares, the implementation of equity incentive plan and other circumstances, 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 16 Where the company, through the articles of association, stipulates that the transfer of shares held by directors, supervisors and senior managers is prohibited for a longer period than these measures, a lower proportion of transferable shares or other restrictions on transfer, it shall report to Shenzhen Stock Exchange in time.
Article 17 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 relevant personnel specified in Article 9 of these measures, as well as the data and information of the shares held by the company, uniformly handling the online declaration of personal information for the above-mentioned personnel, and regularly checking the disclosure of their trading of the company’s shares.
The Secretary of the board of directors shall confirm the relevant information of senior management shares in accordance with the requirements of CSDCC Shenzhen Branch, and timely feed back the confirmation results to CSDCC Shenzhen Branch.
Article 18 the directors, supervisors, senior managers and their spouses of the company shall inform the Secretary of the board of directors in writing of the trading plan of themselves and their spouses before buying and selling the company’s shares and their derivatives. 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 19 Any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the company within 2 trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of 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.
Article 20 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 21 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 22 the company shall disclose in its periodic report the trading of the company’s shares by directors, supervisors and senior managers during the reporting period, including:
(I) the number of shares of the company held at the beginning of the reporting period;
(II) the number, amount and average price of the company’s shares purchased and sold during the reporting period;
(III) the number of shares held by the company at the end of the reporting period;
(IV) whether the directors, supervisors and senior managers have bought or sold the company’s shares in violation of laws and regulations during the reporting period and the corresponding measures taken;
(V) other matters required to be disclosed by Shenzhen Stock Exchange.
Article 23 Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the directors, supervisors and senior managers of the company and the natural persons, legal persons or other organizations specified in Article 9 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 24 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 25 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of Shenzhen Branch of China Clearing Corporation. Before account consolidation, Shenzhen Branch of China Clearing Corporation will lock and unlock each account respectively.
Article 26 If a director, supervisor or senior manager leaves office before the expiration of his term of office, he shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six 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 of the company it holds;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of the company law and other laws, regulations and normative documents on share transfer of directors, supervisors and senior managers.
Article 27 one year after the listing of the company, 75% of the shares of the company with unlimited conditions of sale newly added in the securities account of the directors, supervisors and senior managers of the company during the year by means of secondary market purchase, convertible bonds into shares, exercise of rights, agreement transfer, etc. 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.
If the company has been listed for less than one year, the newly added shares of the company in the securities accounts of directors, supervisors and senior managers shall be automatically locked at 100%.
If the shares of the company held by directors, supervisors and senior managers increase due to the equity distribution of the company, the transferable amount of the current year can be increased in the same proportion.
Article 28 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 base of transferable shares in the next year.
Article 29 on the first trading day of each year, the Shenzhen Branch of China Clearing Corporation 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
