Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
Measures for the administration of the purchase and sale of shares of the company by directors, supervisors and senior managers
(reviewed and approved by the 19th meeting of the 8th board of directors of the company)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure, regulate the trading of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (the “company” or the “company”) shares by the directors, supervisors and senior managers of the company, strengthen the monitoring and management of the trading of shares by the directors, supervisors and senior managers of the company, and prevent insider trading, market misconduct and other violations, so as to protect the interests of the shareholders of the company and the majority of investors, In accordance with the company 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, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange, and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 8 – management of share changes The stock exchange of Hong Kong Limited (the “Stock Exchange”) and the Shanghai Stock Exchange (the “Shanghai Stock Exchange”) hereby formulate the measures for the administration of the trading of company shares by directors, supervisors and senior managers (the “measures”).
Article 2 the company encourages directors, supervisors and senior managers to hold shares of the company, but the above-mentioned personnel shall abide by relevant laws, administrative regulations, the articles of association of the company, the respective listing rules of the stock exchange and the Shanghai Stock Exchange and the relevant provisions of these management measures.
Article 3 the directors referred to in the management measures refer to all members of the board of directors of the company, including independent directors, non independent directors and executive directors; Supervisors include internal supervisors and external supervisors; Senior managers include the general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and other senior managers recognized by the company.
Article 4 the measures governing the trading of shares issued by the company, the management of the company, and the convertible bonds of the company are applicable to the company’s directors, supervisors, and other products.
The above-mentioned entities engaged in margin trading also include the shares of the company recorded in their credit accounts.
Chapter II relevant provisions on the purchase and sale of shares of the company
Article 5 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 applicable laws, administrative regulations, the Securities Regulatory Commission of the place where the listing is located and the stock exchange of the place where the listing is located.
Article 6 directors, supervisors and senior managers shall apply to the Shanghai stock exchange through the Secretary Office of the board of directors of the company for locking all or part of the company’s shares held by them during the corresponding period in accordance with the restrictive provisions of relevant laws, administrative regulations and the articles of association on the sale / transfer of the company’s shares.
Article 7 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, except for the change of shares caused by 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.
Article 8 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 Article 5.
Article 9 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 for 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 new shares with limited sales conditions are included in the calculation base of transferable shares in the next 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 10 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 the articles of association of the company may stipulate that the transfer of shares held by directors, supervisors and senior managers of the company shall be prohibited for a longer period, a lower proportion of transferable shares or other restrictions on transfer than the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes.
Article 12 If the directors, supervisors and senior managers sell the company’s shares or other equity securities held by them within 6 months after they buy them, or buy them again within 6 months after they sell them, the proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds.
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 13 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods:
(I) according to the respective listing rules of the Securities Regulatory Commission of the place where the listing is located and the stock exchange of the place where the listing is located, the time limit for publishing annual, semi annual, quarterly and other periods of performance;
(II) from the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(III) other periods prescribed by the CSRC and the stock exchange where the listing is located.
Article 14 transactions involving the shares of the company by directors, supervisors and senior managers due to the following circumstances are not subject to the restrictions of these measures and are not required to comply with relevant provisions:
(I) subscribe for or accept relevant rights in the share placement, bonus share issuance, capitalization issuance or the offer provided by the company to shareholders (including the offer of replacing cash dividends with shares), except for the shares applied for over allotment by the above-mentioned persons in the share placement or public offering of shares;
(II) waiver of subscription or acceptance of relevant rights in the allotment of shares or other offers issued by the company to shareholders (including replacing cash dividends with shares);
(III) exercise the share option or warrant at the preset price or accept the offer to sell shares according to the agreement between the directors, supervisors and senior managers and the company before the period within which the relevant personnel are prohibited from trading shares in these management measures, and the preset price is the fixed amount set at the time of granting the share option or warrant or accepting the share offer.
Article 15 at any time, directors, supervisors and senior managers shall not buy or sell the shares of the company if they have unpublished price sensitive information related to the shares of the company, or have not completed the procedures required for the purchase and sale of shares in accordance with Article 17 below.
Article 16 the directors, supervisors and senior managers of the company guarantee that they will not use their positions or work in the company or subordinate enterprises to have unpublished price sensitive information related to the company’s shares to buy and sell the company’s shares during the period when the trading of shares is prohibited.
Article 17 the directors, supervisors and senior managers of the company are buying and selling the shares of the company
The company shall notify the Secretary of the board of directors of its trading plan in writing before the. The Secretary of the board of directors shall check the progress of information disclosure and major matters of the listed company. If the trading behavior may violate laws, administrative regulations, relevant provisions of the stock exchange where the listing is located, the articles of association of the company and its commitments, the Secretary of the board of directors shall timely notify relevant directors, supervisors and senior managers.
In any case, the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company without notifying the chairman of the board or another director designated by the board of directors (other than himself) and receiving a dated confirmation; If the chairman intends to buy or sell the company’s shares, he must notify each director at the board of directors or another director designated by the board of directors for this purpose (a director other than himself) before the transaction, and the relevant transaction can be carried out only after receiving a dated confirmation. The above-mentioned directors designated by the board of directors shall not buy or sell the shares of the company without notifying the chairman and receiving a dated confirmation.
In each case:
(I) the chairman of the board of directors or another director designated by the board of directors for this purpose shall reply to the relevant directors within 5 working days after the relevant directors request approval to buy and sell the shares of the relevant company; and
(II) the validity period of securities approved for trading in accordance with item (I) above shall not exceed 5 working days after approval.
Article 18 directors, supervisors and senior managers shall entrust the company to report the identity information of their individuals, spouses, parents, children and the account owners holding shares for them (including name, position, ID card number, securities account, time of leaving office, etc.) through the website of Shanghai Stock Exchange within the following time:
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing;
(II) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(IV) within 2 trading days after the change of the declared personal information of the current directors, supervisors and senior managers;
(V) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office; (VI) other time required by the stock exchange where the listing is located.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shanghai Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 19 Any change in the shares of the company held by directors, supervisors and senior managers 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 the Shanghai 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 stock exchange.
Article 20 directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they declare, and bear corresponding legal liabilities. They agree that the stock exchange and Shanghai Stock Exchange shall timely announce their trading of shares of the company, and bear the legal liabilities arising therefrom.
Article 21 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.
After receiving the written notice from the directors, supervisors and senior managers on the successful trading of shares, the Secretary Office of the board of directors of the company shall report the changes of shares to the stock exchange and Shanghai Stock Exchange on its behalf within 2 working days.
Article 22 If the directors, supervisors and senior managers intend to sell or transfer the shares of the company under special circumstances, and the sale or transfer time is within the restriction period specified in the management measures, the relevant personnel shall submit a written explanation to the chairman of the board of directors or the director designated by the board of directors in addition to submitting a written notice in accordance with Article 17 of the management measures to explain the particularity of the situation. The sale or transfer of relevant shares can only be carried out after obtaining the confirmation of the chairman of the company or the director designated by the board of directors under special circumstances.
At the same time, the Secretary Office of the board of directors of the company shall also notify the two exchanges as soon as possible and explain the particularity of the situation. After the sale or transfer of relevant shares, the company shall immediately publish an announcement to disclose relevant transactions.
Article 23 the Secretary Office of the board of directors of the company shall keep complete written records of the purchase and sale of shares of the company by directors, supervisors and senior managers to prove that they have issued written notices in accordance with the regulations and have been confirmed.
Article 24 the directors, supervisors and senior managers of the company may notify the Secretary Office of the board of directors of the company in writing to apply to the Shanghai stock exchange for unlocking their shares after the expiration of their term of office or half a year after their resignation. After the shares are unlocked, the relevant shares can be traded.
Article 25 in case of any change in the company’s shares held by the directors, supervisors and senior managers (including the change caused by the company’s distribution of stock dividends and the conversion of capital reserve into share capital), the Secretary Office of the board of directors of the company shall be notified in time and reported and disclosed.
Article 26 when publishing the interim report or annual report, the Secretary Office of the board of directors of the company shall make specific inquiries to all directors, supervisors and senior managers to determine whether they strictly abide by the relevant provisions on the purchase and sale of shares of the company during the reporting period and the equity held at the end of the reporting period, and make disclosure in the interim report or annual report of the company.
Article 27 the restrictions on the holding and trading of shares of the company by directors, supervisors and senior managers in these measures are also applicable to the spouses or minor children of the above-mentioned personnel. The directors, supervisors and senior managers have the responsibility to try their best to avoid the trading of the company’s shares by relevant persons when they fail to buy and sell the company’s shares at will.
Article 28 If the directors, supervisors and senior managers of the company and the natural persons specified in Article 27 of the management measures buy and sell the shares of the company in violation of the management measures, the proceeds therefrom shall belong to 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 III supplementary provisions
Article 29 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, the articles of association and the relevant provisions of the respective listing rules of the stock exchange and the Shanghai Stock Exchange; In case of any conflict between the management measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the measures shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
Article 30 the Secretary of the company is responsible for the overall implementation and supervision of the management measures; As a permanent body of the board of directors, the Secretary Office of the board of directors is responsible for the coordination and communication of relevant matters.
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