Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
The company’s shares held by directors, supervisors and senior managers and their change management system (revised in 2022)
Chapter I General Provisions
Article 1 in order to further clarify the handling procedures for the shares held by the directors, supervisors and senior managers of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “the company” and “the company”) and their changes, In accordance with the securities law of the people’s Republic of China, the rules for 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, directors, supervisors and senior managers of listed companies, the measures for the administration of the acquisition of listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 8 – the administration of share changes and other laws and regulations This system is formulated in accordance with the normative documents and the articles of association of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as the “articles of association”) and other relevant provisions, in combination with the actual situation of the company.
Article 2 this system is applicable to the management of all shares of the company and their changes registered in the names of directors, supervisors and senior managers (president, vice president, Secretary of the board of directors and chief financial officer).
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.
Directors, supervisors and senior managers shall not engage in margin trading with the company’s shares as the underlying securities.
Article 4 the change of shares held by the directors, supervisors and senior managers of the company shall comply with laws and regulations, the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the stock exchange, as well as the articles of association. If the company’s directors, supervisors, senior managers and other subjects make commitments on the proportion of shares held, holding period, change mode, change quantity, change price, etc., they shall also strictly fulfill the commitments made.
Article 5 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.
Chapter II share change management
Article 6 before trading the shares of the company, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors of the company in writing of their trading plan. The Secretary of the board of directors of the company shall check the progress of the company’s information disclosure and major events. If the trading behavior may violate laws and regulations and the relevant provisions of Shanghai Stock Exchange, The Secretary of the board of directors of the company shall timely notify the relevant directors, supervisors and senior managers of the articles of association and their commitments.
The directors, supervisors and senior managers of the company shall not operate their trading plans without the feedback of the Secretary of the board of directors of the company.
Article 7 the directors, supervisors and senior managers of the company shall entrust the Secretary of the board of directors of the company to report their personal, spouse, parents, children and the identity information of the account owner holding shares for them to the stock exchange at the following time points or periods (including but not limited to name, position, ID card number, securities account, time of leaving office, etc.):
(I) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(II) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(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 Shanghai Stock Exchange.
The directors, supervisors and senior managers of the company shall ensure that the data they declare are timely, true, accurate and complete.
Article 8 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 6 months from the date of actual departure of directors, supervisors and senior managers;
(II) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; (III) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, and less than 6 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 are made;
(IV) 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 3 months;
(V) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the CSRC and the stock exchange.
Article 9 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (I) if the announcement date of the annual report and semi annual report is delayed due to special reasons within 30 days before the announcement of the annual report and semi annual report of the company, it shall be calculated from 30 days before the original announcement date to 1 day before the announcement date;
(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 significant impact on the company’s stock trading price 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.
The amount of shares transferred by the directors and senior supervisors of the company on the last day of the tenth year of the previous year shall be calculated based on the number of shares registered in the company on the first day of the tenth year. 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.
Due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of 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, and the newly added shares with limited sales conditions are included in the calculation base of shares that can be reduced in the next year.
If the shares of the company held by directors, supervisors and senior managers increase due to the equity distribution of the company, the number of shares that can be reduced in the current year can be increased in the same proportion.
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 11 Where the company’s directors, supervisors and senior managers should change their shares in the company, they should disclose them on the Shanghai Stock Exchange website through the company within 2 trading days from the date of the occurrence of the fact:
(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 Shanghai Stock Exchange.
Article 12 where directors, supervisors, senior managers and other entities that increase their holdings intend to voluntarily disclose the plan of increasing their holdings in advance before the first increase of shares, they shall refer to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 8 – management of share changes.
Article 13 Where the directors, supervisors and senior managers of the company plan to 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 the company shall make an announcement.
The contents of the reduction plan shall include but not limited to the number, source, reduction time interval, method, price interval, reduction reason and other information of the shares to be reduced. The reduction time interval of each disclosure shall not exceed 6 months.
Article 14 during the reduction period, when the number of shares reduced by more than half or the reduction time is more than half, the directors, supervisors and senior managers of the company shall timely report the progress of the reduction to the Shanghai stock exchange through the board of directors of the company, which shall be disclosed by the company.
Within the time range of reduction, if the company discloses major matters such as high transfer or planning merger and reorganization, it shall immediately report the progress of reduction to Shanghai stock exchange through the board of directors of the company, and explain whether the reduction is related to the above-mentioned major matters, which shall be disclosed by the company.
Article 15 Where the directors, supervisors and senior managers of the company reduce their shares through centralized bidding trading, they shall report the specific reduction to the Shanghai stock exchange through the board of directors within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval, and the company shall disclose it.
Article 16 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. Chapter III responsibility and punishment
Article 17 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 due to obtaining insider information:
(I) spouses, parents and children 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, the Shanghai Stock Exchange or the company according to 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 or sell shares of the company, the provisions of Article 11 of this system shall apply.
Article 18 If the directors, supervisors and senior managers of the company violate this system by buying and selling the company’s shares, the company shall give sanctions according to the seriousness of the case, and report to the regulatory authority to punish the relevant personnel. If losses are caused to the company, they shall be investigated for corresponding responsibilities according to law.
If the directors, supervisors and senior managers of the company buy or sell shares of the company in violation of Article 44 of the securities law of the people’s Republic of China, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
(I) illegal trading of shares;
(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 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 of the company held by the directors, supervisors and senior managers mentioned in the preceding paragraph include the shares of the company held by their spouses, parents and children and by using the accounts of others.
Chapter IV supplementary provisions
Article 19 in case of any matters not covered in this system or conflict with the provisions of laws, regulations, normative documents and the articles of Association issued or modified after the system takes effect, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 20 the system shall be formulated by the board of directors of the company and interpreted by the board of directors of the company.
Article 21 this system shall come into force and come into force as of the date of deliberation and approval by the board of directors of the company, and the same shall apply when amending.
