Wuhan Tianyu Information Industry Co.Ltd(300205)
Article 1 is to strengthen the management of the shares held by the directors, supervisors and senior managers of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company” or “the company”) and their changes, in accordance with the company justice, the securities law China Securities Regulatory Commission (CSRC) Rules on the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, and Shenzhen Stock Exchange GEM Listing Rules The relevant provisions of laws and regulations, 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 Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”), These measures are formulated. Article 2 These measures are applicable to the management of the company’s shares and their changes held by the company’s directors, supervisors, senior managers and relevant personnel specified in Article 5 of these measures.
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, administrative regulations, departmental rules, normative documents and the relevant provisions of Shenzhen Stock Exchange on insider trading, market manipulation, short-term trading and other prohibited acts, and shall not engage in illegal transactions.
Article 5 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.
Article 6 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of CSDCC Shenzhen Branch. If they fail to consolidate Shenzhen securities accounts in accordance with the provisions, they shall bear the consequences for the inconvenience of share management and listing and trading.
The directors, supervisors and senior managers of the company shall strengthen the management of the use of their own securities accounts, so as to avoid the illegal trading of the company’s shares by other personnel using the securities accounts.
Article 7 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 8 the directors, supervisors and senior managers of the company shall not reduce their shares under the following circumstances:
(I) the directors, supervisors and senior managers of the company are suspected of securities and futures violations and crimes, during the investigation by the CSRC or the judicial organ, and less than 6 months after the administrative punishment decision and criminal judgment are made;
(II) the directors, supervisors and senior managers of the company have been publicly condemned by the stock exchange for violating the rules of the stock exchange for less than 3 months;
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and Shenzhen Stock Exchange.
Article 9 Where the company has the following major violations that may touch the delisting standard, the directors of the company Supervisors and senior managers shall not reduce their shares of the company: (I) the company is subject to administrative punishment by the CSRC for fraudulent issuance, major information disclosure violations or other major violations that seriously damage the order of the securities market;
(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 and non disclosure of important information.
(III) serious violations involving the interests of the state and public safety, or serious violations affecting the company’s production and public safety.
The persons acting in concert with the directors, supervisors and senior executives mentioned in the preceding paragraph shall abide by the provisions of the preceding paragraph.
Article 10 if a director, supervisor or senior manager of the company leaves his post 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 on the transfer of shares of directors, supervisors and senior managers of the company. Article 11 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 or semi annual report is postponed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(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.
When the spouses of directors, supervisors and senior managers of the company buy and sell the company’s shares, they shall abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 12 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 proceeds therefrom shall belong to the company. The board of directors of the company shall recover the proceeds and disclose the following contents in a timely manner:
(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 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.
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.
Article 13 the company shall implement the prior reporting management on the trading of the company’s shares and their derivatives by directors, supervisors, senior managers and their spouses, parents, children, brothers and sisters and other major relatives.
Before buying and selling the company’s shares and their derivatives, the above-mentioned personnel shall notify the Secretary of the board of directors in writing of the 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 above-mentioned personnel who intend to buy and sell in writing and remind them of relevant risks. The above-mentioned persons shall buy and sell the company’s shares and their derivatives in accordance with the verification opinions of the Secretary of the board of directors.
After the company’s directors, supervisors and senior managers buy and sell the company’s shares and their derivatives, they shall immediately notify the Secretary of the board of directors in writing, and the Secretary of the board of directors shall handle relevant announcement matters in accordance with Article 14 of these measures.
Article 14 in case of any change in the shares of the company held by the directors, supervisors and senior managers of the company, the company shall make an announcement within 2 trading days from the date of the occurrence of the fact. The announcement includes:
(I) number of shares held by the company at the end of the 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 15 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 they hold, except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on.
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 16 the number of transferable shares of the company shall be calculated based on the shares issued by the company held by the directors, supervisors and senior managers at the end of the previous year. If the directors, supervisors and senior managers of the company transfer their shares of the company within the above number of transferable shares, they shall also abide by the provisions of Articles 7 to 11 of these measures.
Article 17 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of new shares by directors, supervisors and senior managers in the secondary market, convertible bonds into shares, exercise of rights, agreement transfer and other new shares within the year, the new shares with unlimited sales conditions can be transferred by 25% in the current year, The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares of the following year.
If the shares of the company held by directors, supervisors and senior managers increase due to the distribution of rights and interests of the company, the transferable amount of the current year can be increased in the same proportion.
Article 18 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 19 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 timely disclose and do a good job in follow-up management.
Article 20 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 5 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 personnel, and regularly checking the disclosure of their trading of the company’s shares.
Article 21 directors Supervisors and senior management should entrust the company to declare their personal identity information (including, but not limited to, name, duty, identity card number, securities account, departure time, etc.) and their identity (including spouse, parents, children, siblings, etc.), including name, ID number, etc., through the Shenzhen stock exchange website, at the following time points or within the period of time:
(I) when the directors, supervisors and senior managers of the newly listed company apply for initial stock registration;
(II) the appointment of new directors and supervisors shall be approved at the general meeting of shareholders (or employee 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 Shenzhen Stock Exchange.
Article 22 the directors, supervisors and senior managers of the company shall ensure that the data they entrust the company to report to the Shenzhen Stock Exchange are timely, true, accurate and complete. The directors, supervisors and senior managers agree that the Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by themselves and their related personnel, And bear the legal liability arising therefrom.
Article 23 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, the directors, supervisors and senior managers may entrust the company to apply to Shenzhen stock exchange for lifting the sales restrictions on the premise of meeting the following conditions:
(I) the sales restriction period has expired;
(II) the lifting of the restriction does not violate the relevant commitments made by the investor;
(III) the subject who has rights and interests in the shares and their derivatives applied for lifting the restrictions on sales does not occupy the company’s funds or the company’s illegal guarantee to the subject and other acts that damage the interests of the company;
(IV) there are no restrictions on transfer stipulated by laws, regulations, normative documents and Shenzhen Stock Exchange. Article 24 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 25 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 26 Where the directors, supervisors and senior managers of the company 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 provisions of the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules
