Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Management measures for shares held by directors, supervisors and senior managers and their changes (reviewed and approved by the board of directors on March 22, 2022)
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as the “company”) and their changes, further clarify the handling procedures and maintain the order of the securities market, 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”) Relevant provisions of relevant laws, regulations and normative documents such as the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, the rules for the listing of shares of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, These measures are formulated.
Article 2 These measures are applicable to the management of the company’s shares held by the company’s directors, supervisors and senior managers and their changes.
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.
The directors, supervisors and senior managers of the company entrust others to buy and sell shares on their behalf, which shall be regarded as their own behavior, and shall also abide by these measures and fulfill relevant inquiry and reporting obligations.
Article 3 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, regulations, departmental rules and normative documents on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Article 4 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plans before trading 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 events. If the trading bank may violate laws and regulations, relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the articles of association, The Secretary of the board of directors shall timely notify relevant directors, supervisors and senior managers in writing, and remind them of relevant risks.
Article 5 the chairman of the company is the first person responsible for the management of the shares held by the directors, supervisors and senior managers of the company and their changes. The Secretary of the board of directors is specifically responsible for managing the self-examination and information disclosure of the identity and shareholding changes of the above-mentioned personnel of the company.
Article 6 the newly appointed directors, supervisors and senior managers of the company shall, within two trading days from the date of taking office, entrust the company to report their personal identity information (including name, position, ID card number, etc.) to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”), And apply to manage all the shares of the company registered in his name in accordance with relevant regulations. Those engaged in margin trading also include the shares of the company recorded in their credit accounts.
Article 7 where the company makes additional transfer price, additional performance assessment conditions, set restricted sales period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers due to the public or non-public issuance of shares, the implementation of equity incentive plan and other circumstances, the company shall, when going through the procedures of share change registration or exercise, Apply to Shenzhen Stock Exchange and CSDCC Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Eighth directors, supervisors and senior managers of the company shall, within the following time, entrust the company to declare the identity information of their individuals and their relatives (including spouses, parents, children, siblings, etc.) to the Shenzhen Stock Exchange and the China Clearing Shenzhen branch (including, but not limited to, name, duty, ID number, securities account, departure time, 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 SZSE.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to manage their shares of the company in accordance with relevant regulations.
Article 9 the directors and the supervisors of the Shenzhen Stock Exchange and the relevant personnel of the Shenzhen Stock Exchange shall timely announce the true and accurate information about the trading of shares and their derivatives to the Shenzhen Stock Exchange and the Shenzhen Stock Exchange.
Article 10 the company shall, in accordance with the requirements of CSDCC Shenzhen Branch, supervise the directors, supervisors and senior managers
Article 11 after the directors, supervisors and senior managers of the company 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 accounts 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 12 on the first trading day of each year, CSDCC Shenzhen branch takes the shares of the company registered in the name of the directors, supervisors and senior managers of the company on the last trading day of the previous year as the base, and calculates the legal limit of transferable shares of the current year at 25%; At the same time, the outstanding shares held by this person within the quota of transferable shares of this year with unlimited sales conditions shall be unlocked.
When there is a decimal in the calculation of the unlocking limit, the decimal place shall be rounded; When an account holds less than 1000 shares of the company, the amount of transferable shares in the current year is the number of shares of the company it holds. In case of any change in the shares of the company held by directors, supervisors and senior managers due to the company’s equity distribution, consideration obtained from the split share structure reform, capital reduction and share reduction, the amount of transferable shares in the current year shall be changed accordingly. Article 13 where directors, supervisors and senior managers have multiple securities accounts, they shall be merged into one account in accordance with the provisions of CSDCC Shenzhen Branch. Before merging accounts, CSDCC Shenzhen Branch shall lock and unlock each account in accordance with the provisions of these measures.
Article 14 for directors, supervisors and senior managers suspected of illegal transactions, CSDCC Shenzhen branch may lock the shares of the company registered in its name in accordance with the requirements of CSRC and Shenzhen Stock Exchange. Article 15 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 China Clearing Shenzhen Branch for lifting the restrictions.
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 16 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 17 the directors, supervisors and senior managers of the company shall not transfer the shares they hold or add to the company within six months from the date of announcing the actual departure.
Article 18 in case of any change in the shares of the company held by the directors, supervisors and senior managers of the company, a website shall be designated for announcement. 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.
If the directors, supervisors, senior managers and the board of directors of the company refuse to declare or disclose, the Shenzhen Stock Exchange shall publicly disclose the above information on its designated website.
Article 19 If the directors, supervisors and senior managers of the company, in violation of Article 44 of the securities law, sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling, the board of directors of the company shall recover their income in accordance with the securities law 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) 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.
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.
The “sell within 6 months after purchase” mentioned in the preceding paragraph 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. Where shareholders holding more than 5% of the company’s shares buy and sell shares, the above provisions shall apply.
Article 20 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 from 30 days before the original scheduled announcement date to the final 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 shares and their derivatives, or from the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the Shenzhen Stock Exchange.
Article 21 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
（1） Within half a year after the resignation of directors, supervisors and senior managers;
（2） Within six months after the directors, supervisors and senior managers buy the company’s shares;
（3） Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; （4） Directors, supervisors and senior managers are suspected of securities and futures violations and crimes, during the period when they are filed for investigation by the CSRC or judicial organs, and less than six months after the administrative punishment decision and criminal judgment are made;
（5） Directors, supervisors and senior managers who have been publicly condemned by the stock exchange for violating the business rules of the stock exchange for less than three months;
（6） Other circumstances stipulated by laws, regulations, the CSRC and the stock exchange.
Article 22 If a director, supervisor or senior manager leaves office 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:
（1） The shares transferred each year shall not exceed 25% of the total shares of the company held by them;
（2） The company’s shares held by him shall not be transferred within half a year after his resignation;
（3） Other provisions of the company law on share transfer of directors, supervisors and senior managers.
Article 23 Where the company stipulates, through its articles of association, a longer prohibition period, a lower proportion of transferable shares or other restrictions on the transfer of shares held by directors, supervisors and senior managers, it shall report to the Shenzhen Stock Exchange in time. CSDCC Shenzhen Branch locks its shares in accordance with the locking proportion determined by Shenzhen Stock Exchange.
Article 24 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 and its derivatives due to obtaining 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 shares of the company and their derivatives, the provisions of Article 18 of these Measures shall apply.
Article 25 Where the directors, supervisors and senior managers of the company 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 26 directors, supervisors and senior managers of the company and shareholders holding more than 5% of the company’s shares shall not engage in margin trading with the company’s shares as the underlying securities.
Article 27 the company is responsible for the declaration, disclosure and supervision of the holding and trading of the company’s shares by directors, supervisors, senior managers and natural persons, legal persons or other organizations specified in Article 24 of these measures. 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 24 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.
Article 28 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. If these measures are inconsistent with the relevant laws, regulations, normative documents issued by the state in the future and the relevant provisions of the company, the provisions of the relevant laws, regulations, normative documents and the articles of association of the company shall prevail.
Article 29 the board of directors of the company shall be responsible for the interpretation of these measures.
Article 30 these Measures shall come into force and be implemented from the date of deliberation and adoption by the board of directors of the company.
