Quakesafe Technologies Co.Ltd(300767)
Measures for the management of the shares of the company held by directors, supervisors and senior managers and their changes (revised in March 2022)
Article 1 in order to strengthen the management of the shares of the company held by the directors, supervisors and senior managers of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company” or “the company”) and their changes, in accordance with the company law, the securities law and the rules for the management of the shares of the company held by the directors, supervisors and senior managers of listed companies and their changes issued by the China Securities Regulatory Commission These measures are formulated in accordance with the relevant provisions of laws, regulations, normative documents and the articles of association, such as the business guidelines for the management of shares and changes held by directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations.
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 and regulations on insider trading, market manipulation and other prohibited acts, and shall not conduct 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) securities affairs representatives of the company and their spouses, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shenzhen 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 and sell the shares of the company and their derivatives, the provisions of Article 11 of these Measures shall apply.
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 Shenzhen Branch of China Securities Depository and Clearing Corporation. If they fail to consolidate Shenzhen securities accounts in accordance with the provisions, they shall bear the consequences of inconvenience in share management and listing and trading.
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 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 postponed for 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 scheduled announcement date to the day before the announcement; (II) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of legal disclosure;
(IV) other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The spouses of directors, supervisors and senior managers of the company shall abide by the provisions of the preceding paragraph when buying and selling shares of the company.
Article 9 the directors, supervisors and senior managers of the company shall abide by the provisions 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) details and calculation methods of the board of directors’ income;
(IV) other matters required to be disclosed by the 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.
If the board of directors of the company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
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 10 the directors, supervisors, senior managers and their spouses of the company shall notify the Secretary of the board of directors in writing of the trading plan of themselves and their spouses before buying and selling the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major matters. If there may be improper trading behavior, the Secretary of the board of directors shall timely notify the directors who intend to buy and sell in writing Supervisors and senior managers, and prompt relevant risks.
Article 11 any change in the shares of the company held by the directors, supervisors and senior managers of the company 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 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 12 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 13 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. On the first trading day of each year, China Securities Depository and Clearing Co., Ltd. Shenzhen branch takes the A shares listed on the Shenzhen Stock Exchange registered by the directors, supervisors and senior managers of the company on the last trading day of the previous year as the base, calculates the legal limit of transferable shares of the current year at 25%, and unlocks the tradable shares with unlimited sales conditions held by the person within the limit of transferable shares of the current 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 14 due to the public or non-public issuance of shares, the split share structure reform, the implementation of the equity incentive plan, or due to the purchase of new shares by directors, supervisors and senior managers in the secondary market, the conversion of 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 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 15 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 16 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 abide by the provisions of the articles of association, and shall timely disclose and do a good job in follow-up management.
Article 17 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.
Eighteenth directors, supervisors and senior managers of the company shall, within the following time or period, entrust the company to declare their personal information to the Shenzhen Stock Exchange (including but not limited to name, duty, ID number, securities account, departure time, etc.):
(I) when the directors, supervisors, senior managers and securities affairs representatives of the newly listed company apply for stock listing;
(II) within 2 trading days after the appointment of new directors and supervisors is approved by the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved by the board of directors;
(III) within 2 trading days after the new securities affairs representative is approved by the company;
(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 SZSE.
Article 19 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 and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. are timely, true, accurate and complete, agree that the Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by themselves and relevant personnel, and bear the legal liabilities arising therefrom.
Article 20 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. In case of any legal dispute caused by error confirmation or untimely feedback and correction information, the company shall solve it by itself and bear relevant legal liabilities.
Article 21 after the directors, supervisors and senior managers entrust the company to declare their personal information, CSDCC Shenzhen Branch shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
In the securities account of the directors, supervisors and senior managers of the company, 75% of the shares of the company with unlimited sales conditions newly added during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer shall 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 22 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers may entrust the company to apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation for lifting the restrictions. After the restrictions are lifted, China Securities Depository and Clearing Co., Ltd. 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 23 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 24 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 the Shenzhen Stock Exchange.
Article 25 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, CSDCC Shenzhen Branch shall lock all the shares of the company held and newly added within six months from the date of their declaration.
Article 26 If the company intends to re appoint its directors, supervisors and senior managers as its directors, supervisors and senior managers within three years after leaving office, the company shall report in writing to the Shenzhen Stock Exchange five trading days in advance the reasons for the appointment and the trading of the company’s shares after the above-mentioned personnel leave office. If the Shenzhen Stock Exchange does not raise any objection within five trading days from the date of receiving the relevant materials, the company can submit it to the board of directors or the general meeting of shareholders for deliberation. Article 27 Where the company’s directors, supervisors and senior managers 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 measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules. Article 28 Where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to the Shenzhen Stock Exchange.
Article 29 If the directors, supervisors and senior managers of the company and the relevant personnel specified in Article 5 of the measures violate the relevant provisions of the measures, the board of directors of the company will punish the violators (if the violators are the relevant personnel specified in Article 5 of the measures, the relevant directors, supervisors and senior managers shall bear the violation) according to the consequences of the violation and the seriousness of the violation.
Article 30 matters not covered in these Measures shall be handled in accordance with relevant national laws, regulations, normative documents and the articles of association
