Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Management system for directors, supervisors and senior managers to hold and buy and sell shares of the company
Chapter I General Provisions
Article 1 in order to strengthen the company’s management of the holding and trading of the company’s shares by directors, supervisors and senior managers, 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”) Rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on Gem This system is hereby formulated in accordance with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies and other relevant national laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), the stock exchange and the articles of Association.
Article 2 this system is applicable to the management of the company’s directors, supervisors, senior managers and natural persons, legal persons or other organizations holding and trading the company’s shares as specified in Article 20 of this system. If the company’s directors, supervisors and senior managers have more stringent provisions than the system and commitments related to holding and trading the company’s shares, and do not violate the provisions of laws, regulations and normative documents, the commitments shall be implemented.
The directors, supervisors and senior managers of the company entrust others to buy and sell stocks on their behalf, which shall be deemed as their own behavior, and shall also abide by the system and perform relevant inquiry and reporting obligations.
Article 3 the senior managers referred to in this system refer to the general manager, deputy general manager, chief financial officer, person in charge of Finance and Secretary of the board of directors of the company.
Article 4 the company and its directors, supervisors and senior managers shall be aware of the provisions on insider trading, market manipulation and other prohibited acts in the company law, securities law and other laws, regulations and normative documents before buying and selling the company’s shares and their derivatives, and shall not conduct illegal transactions.
The directors, supervisors and senior managers of the company shall not engage in margin trading with the company’s shares as the underlying securities.
Chapter II declaration of buying and selling company shares
In the case of notes and their derivatives, the company shall fill in the contact form for securities trading of the company (Annex 1) within 3 trading days before trading, and submit the trading plan to the Secretary of the board of directors. After receiving the contact list, the Secretary of the board of directors shall check the company’s information disclosure and the progress of major issues, and reply before the trading time planned in the contact list. Before receiving the reply from the Secretary of the board of directors, the directors, supervisors and senior managers of the company shall not conduct securities trading of the company without authorization.
If the Secretary of the board of directors buys or sells the company’s securities, he shall be confirmed by the chairman of the board of directors with reference to the above requirements. The Secretary of the board of directors shall number and register the contact list, reply content and other materials and keep them properly.
Article 6 where restrictions are imposed on the transfer of shares held by directors, supervisors and senior managers due to the company’s public or non-public issuance of shares and the implementation of equity incentive plans, the company shall, when going through the procedures of share change registration or exercise of rights, Apply to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”) to register the shares held by relevant personnel as shares with limited sale conditions.
Article 7 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information (including but not limited to name, ID card number, securities account, etc.) of their individuals and their relatives (including spouse, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange and China clearing Shenzhen Branch within the following time:
(I) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(II) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (III) the current directors, supervisors and senior managers of the company within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers of the company within 2 trading days after leaving office;
(VI) other time required by SZSE.
Article 8 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange and China Clearing Shenzhen Branch, agree that the Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom.
Article 9 the company shall confirm the information related to the shares of directors, supervisors, senior managers and their relatives in accordance with the requirements of CSDCC Shenzhen Branch, and feed back the confirmation results in time.
Chapter III General principles and provisions on the transfer of shares held by the company
Article 10 after entrusting the company to declare personal information, the directors, supervisors and senior managers of the company shall send their declaration data to CSDCC Shenzhen Branch to lock the shares of the company registered in the securities account opened under their ID card number.
In the securities accounts of the directors, supervisors and senior managers of the company, 75% of the shares of the company with unlimited sales conditions added during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer will 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.
Article 11 during the term of office, the number of 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 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.
Article 12 the number of transferable shares in the company shall be calculated based on the shares held by the directors, supervisors and senior managers of the company at the end of the previous year.
Article 13 in the securities accounts of the directors, supervisors and senior managers of the company, all kinds of newly added shares within the year, such as purchase through the secondary market, convertible bonds into shares, exercise of rights, agreement transfer and so on, the newly added shares with unlimited sales conditions can be transferred by 25% in the current year, and the newly added shares with limited sales conditions are included in the calculation base of transferable shares in the next year.
When the number of shares held by directors, supervisors and senior managers changes due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in this year shall be changed accordingly.
Article 14 the directors, supervisors and senior managers of the company may entrust the company to apply to Shenzhen Stock Exchange and Shenzhen Branch of China Clearing Corporation for lifting the restrictions on sales after meeting the conditions for lifting the restrictions on sales. After the restrictions are lifted, CSDCC Shenzhen Branch will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers, and the remaining shares will be automatically locked.
Article 15 during the period of stock lock-in, the shares of the company held by directors, supervisors and senior managers shall enjoy the relevant rights and interests such as usufruct, voting right and preemptive placement right according to law.
Article 16 after the company’s directors, supervisors and senior managers leave office and entrust the company to declare their personal information, CSDCC Shenzhen Branch will lock all the company’s shares held and newly added within six months from the date of their declaration of departure, and automatically unlock all the shares with unlimited sales conditions of the company after expiration.
Chapter IV prohibition of buying and selling company shares
Article 17 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) directors, supervisors and senior managers who have resigned within half a year;
(III) if directors, supervisors and senior managers declare their resignation within 6 months from the date of IPO listing, within 18 months from the date of declaration of resignation;
(IV) if directors, supervisors and senior managers declare their resignation from the 7th month to the 12th month from the date of IPO listing, within 12 months from the date of declaration of resignation;
(V) directors, supervisors and senior managers promise not to transfer their shares of the company within a certain period of time and are still within the commitment period;
(VI) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 18 the directors, supervisors and senior managers of the company shall not sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling. For multiple purchases, the time of the last purchase shall be taken as the starting point of the 6-month sales prohibition period; For multiple sales, the time of the last sale shall be taken as the starting point of the 6-month purchase prohibition period.
Article 19 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 is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(II) within 10 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 specified by the Shenzhen Stock Exchange.
Article 20 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 company’s shares and their derivatives due to the knowledge of 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 according to the principle of substance over form, which have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
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 5 and Article 23 of this system shall apply.
Article 21 where shareholders holding more than 5% of the company’s shares buy and sell shares, the provisions of Article 18 of this system shall apply.
Chapter V disclosure of holding and trading company shares
Article 22 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 natural persons, legal persons or other organizations specified in Article 20 of the system, as well as the data and information of the company’s shares held by them, 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 23 when the company’s shares and derivatives held by the company’s directors, supervisors and senior managers change, they shall timely fill in the declaration form of share changes (Annex 2) and notify the Secretary of the board of directors. Within 2 trading days after the occurrence of the fact, the Secretary of the board of directors shall report to the Shenzhen Stock Exchange and make an announcement on the website designated by the 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 the Shenzhen Stock Exchange.
Article 24 the board of directors of the company shall disclose the following contents in a timely manner when the directors, supervisors and senior managers of the company are in the situation of Article 18 of the system:
(I) illegal trading of the company’s 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 Shenzhen Stock Exchange.
Article 25 when the company’s directors, supervisors and senior managers hold the company’s shares and their change proportion reaches the provisions of the measures for the administration of the acquisition of listed companies and the provisions on the reduction of shares held by shareholders, directors and supervisors of listed companies, they shall comply with the measures for the Administration of the acquisition of listed companies, the provisions on the reduction of shares held by shareholders, directors and supervisors of listed companies and other relevant laws Perform the obligations of reporting and disclosure in accordance with the provisions of administrative regulations, departmental rules and business rules.
Chapter VI penalties
Article 26 If the company’s directors, supervisors, senior managers and natural persons, legal persons or other organizations, shareholders holding more than 5% of the company’s shares in violation of the system buy and sell the company’s shares, the company shall circulate an internal notice of criticism and carry out education and training in relevant laws and regulations. The proceeds from this shall be owned by the company, and the board of directors of the company shall be responsible for recovering the proceeds. If the circumstances are serious, the company will punish the relevant responsible person or hand it over to the relevant department for punishment.
Chapter VII supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association. If this system conflicts with the laws and regulations promulgated by the state in the future and the articles of association modified by legal procedures, the provisions of the national laws, regulations and the articles of association shall be implemented.
Article 28 the interpretation and revision of this system shall be made by the board of directors.
Article 29 this system shall be implemented from the date of deliberation and approval by the board of directors of the company.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) March 12, 2022
Contact list of trading company securities
Board of directors:
I and related parties intend to buy and sell the company’s securities, and now the relevant information is explained as follows:
full name
identity
account
Original shareholding quantity
Buy / sell in the proposed trading direction
Number of proposed transactions
Proposed transaction period
