Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the measures for the administration of shares and changes of the company held by directors, supervisors and senior managers
Note: adding “delete line” indicates that the clause has been deleted, and “bold font” indicates that the clause has been added or modified.
Before and after revision
Article 1 in order to strengthen the management of the shares of the company 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 law and the securities law The management of the last share and its changes issued by the CSRC shall be in accordance with the company law, the securities law and the regulations on the management of shares and their changes held by directors, supervisors and senior managers of listed companies issued by the CSRC These rules held by directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, business guidelines for the management of shares and changes of Shenzhen stock exchange company Laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange GEM Listing Office No. 10 – share change management, guidelines for standardized operation of Shenzhen Stock Exchange, etc These measures are formulated in accordance with the normative documents and the articles of association, the Listing Rules of the exchange on the gem, and the provisions on the self-discipline supervision of listed companies on the Shenzhen Stock Exchange. Reference No. 2 – standardized operation of companies listed on the gem Detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other laws and regulations These measures are formulated in accordance with the relevant provisions of normative documents and Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”).
Article 4 the directors, supervisors and senior managers of the company shall know the company law, the securities law and other laws and regulations before buying and selling the company’s shares and their derivatives
Illegal trading and market manipulation are prohibited. The regulations on insider trading, market manipulation, short-term trading and other prohibited acts in departmental rules, normative documents and relevant provisions of Shenzhen Stock Exchange shall not carry out illegal transactions.
Article 5 the directors, supervisors and senior managers of the company shall ensure the following natural persons; Article 5 the directors, supervisors and senior managers of the company shall ensure the following natural persons The legal person or other organization (hereinafter referred to as “relevant person”) does not buy or sell the shares of the company and its derivatives due to the knowledge of insider information, while the legal person or other organization (hereinafter referred to as “relevant person”) does not buy or sell the shares of the company and its derivatives due to the knowledge of insider information:
(I) spouses, parents and children of directors, supervisors and senior managers of the company; (I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company; brothers and sisters;
(II) legal persons or other organizations controlled by 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; (III) other special relationships with the company or its directors, supervisors and senior managers identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form (IV) other special relationships with the company or its directors, supervisors and senior managers identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form, Natural person, legal person or other organization that may know inside information. Natural person, legal person or other organization that can 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, they shall be implemented with reference to the relevant provisions of these measures.
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; (I) within 1 year from the date of listing and trading of the company’s shares;
(II) directors, supervisors and senior managers in the company’s initial public offering of shares (II) within half a year after the resignation of directors, supervisors and senior managers;
Within 6 months from the date of resignation, within 18 months from the date of resignation; If the first (III) directors, supervisors and senior managers promise not to transfer within a certain period of time and report their resignation from the 7th month to the 12th month from the date of listing of the next public offering of shares, within that period;
Within 12 months from the date of declaration of resignation; (IV) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange. (III) if the directors, supervisors and senior managers leave the company after one year from the date of listing and trading of the company’s shares, within half a year from the date of reporting their resignation;
(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 illegal circumstances, which may touch the delisting standard, from the date of the prior notice of the relevant administrative punishment decision or the judicial decision to the date of the company’s stock delisting and delisting, Or until the company receives the relevant administrative punishment decision or the judicial decision of the people’s court takes effect, indicating that the company has not touched on the situation of major illegal compulsory delisting
Directors, supervisors and senior managers of the company shall not reduce their shares of the company:
(I) the company is subject to administrative punishment by the CSRC due to 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) the company has committed illegal acts involving national security, public security, ecological security, production safety, public health and safety and other fields, and the circumstances are abominable, which seriously damage the national interests and social public interests, or seriously affect the listing status.
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 8 directors, supervisors and senior managers of the company shall not buy or sell during the following periods Article 11 directors, supervisors and senior managers of the company shall not buy or sell during the following periods
