Shenzhen Crastal Technology Co.Ltd(300824)
Shares of the company held by directors, supervisors and senior managers
And its change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the holding and trading of the company’s shares by the directors, supervisors and senior managers of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as the “company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “Company Law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), 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 In combination with the actual situation of the company, such laws, regulations and normative documents as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – Guidelines for standardized operation of companies listed on GEM, guidelines for the management of shares held by directors, supervisors and senior managers of companies listed on Shenzhen Stock Exchange and the relevant provisions of Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 this system is applicable to the directors, supervisors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their names; Those engaged in margin trading also include the shares of the company recorded in their credit accounts.
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 and normative documents on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Chapter I prohibited acts of stock trading
Article 4 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) within half a year after the resignation of directors, supervisors and senior managers;
(III) 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 by judicial organs, and less than six months 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 three months;
(V) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period;
(VI) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and stock exchanges.
Article 5 the company’s directors, supervisors, senior managers and the spouses of the above-mentioned personnel 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 annual report and semi annual report of the listed company;
(II) within ten days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(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 stipulated by the stock exchange.
The directors, supervisors and senior managers of the company shall urge their spouses to abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 6 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 the change of shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on.
The proportion of shares held by directors and senior managers in the preceding paragraph shall not exceed 1000, and all shares held by directors and senior managers in one transfer shall not exceed 1000.
Article 7 the company, its directors, supervisors and senior managers shall abide by the relevant provisions of the securities law and, in violation of such provisions, sell the company’s shares or other equity securities held by them within six months after purchase, or buy them again within six months after sale, and the proceeds therefrom shall belong to the company.
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 board of directors of the company will recover the earnings from these stock exchanges 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 stock exchange.
The above “sell within six months after purchase” refers to the sale within six months from the time point of the last purchase; “Buying again within six months after selling” refers to buying again within six months from the time point of the last sale.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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.
Article 8 where shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, the provisions of Article 7 of this system shall apply. Among them, the shares or other securities with equity nature held by natural person shareholders holding more than 5%, including the shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Article 9 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, the 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 company’s shares and their derivatives, the provisions of Article 16 of these systems shall apply.
Chapter II information declaration, disclosure and supervision
Tenth directors, supervisors and senior managers of the company shall, within the following time, entrust the company to declare the identity information of the individuals and their relatives (including spouses, parents, children, siblings, etc.), including the name, body ID number, etc., to the stock exchange and the corresponding securities registration and settlement institutions.
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing; (II) within two trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within two trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall be within two trading days after leaving office;
(VI) other time required by the stock exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to the stock exchange and the corresponding securities registration and settlement institution to manage their shares of the company in accordance with relevant regulations.
Article 11 the company and its directors, supervisors and senior managers shall ensure that the data they report to the stock exchange and the corresponding securities registration and settlement institution are true, accurate, timely and complete, agree that the 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 12 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 and the implementation of equity incentive, the company shall, when going through the procedures of share change registration or exercise, Apply to the stock exchange and securities registration and clearing institution for registering the shares held by relevant personnel as shares with limited sales conditions.
Article 13 Where the company stipulates a longer period of prohibition on transfer, a lower proportion of transferable shares or other restrictions on transfer of shares held by directors, supervisors and senior managers in accordance with the provisions of the articles of association, it shall report to the stock exchange in time.
Article 14 the company shall, in accordance with the requirements of the securities registration and settlement institution, confirm the information related to the shares of directors, supervisors and senior managers, and feed back the confirmation results in time.
Article 15 before the company’s directors, supervisors, senior managers and the spouses of the above-mentioned personnel buy and sell the company’s shares and their derivatives, they shall notify the Secretary of the board of directors in writing of their trading plans. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. 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 shall be informed of relevant risks.
Article 16 the directors, supervisors and senior managers of the company shall make an announcement on the designated website through the board of directors within two trading days of buying and selling the shares and derivatives of the company. 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.
If the directors, supervisors, senior managers and the board of directors refuse to disclose, the stock exchange shall publicly disclose the above information on the designated website.
Article 17 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 provisions of the measures for the administration of the acquisition of listed companies and other relevant laws, regulations, normative documents and business rules.
Article 18 where the directors, supervisors and senior managers of the company engage in margin trading, they shall abide by relevant regulations and report to the stock exchange.
Chapter III account and share management
Article 19 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the securities registration and settlement institution shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
Article 20 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of the securities registration and settlement institution. Before merging accounts, the securities registration and settlement institution shall lock and unlock each account respectively.
Article 21 one year after the listing of the company, 75% of the shares with unlimited sales conditions of the company newly added in the securities account of directors, supervisors and senior managers during the year through secondary market purchase, convertible bonds to shares, exercise, agreement transfer and other means 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. The newly added shares of the company in the securities accounts of directors, supervisors and senior managers less than one year after listing shall be automatically locked at 100%.
Article 22 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 basis of transferable shares in the next year.
Article 23 on the first trading day of each year, the securities registration and settlement institution shall take the shares of the company listed on the Stock Exchange 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 calculate 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 lockable limit, it shall be rounded to the nearest whole number; 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. If the company’s shares held by directors, supervisors and senior managers change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares will be changed accordingly this year.
Article 24 for directors, supervisors and senior managers suspected of illegal transactions, the securities registration and clearing institution may lock the shares of the company registered in their names in accordance with the requirements of the CSRC and the stock exchange.
Article 25 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, the directors, supervisors and senior managers may entrust the company to apply to the stock exchange and the securities registration and settlement institution for the lifting of the sales restrictions after the conditions for lifting the sales restrictions are met. After the restrictions are lifted, the securities registration and settlement institution 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 locked automatically.
Article 26 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 27 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, the securities registration and clearing institution shall lock all the shares of the company held and newly added by them within six months from the date of their actual departure, and automatically unlock all the shares of the company with no sale conditions after the expiration.
Chapter IV supplementary provisions
Article 28 matters not covered in this system shall be implemented in accordance with the relevant provisions of relevant national laws, regulations and normative documents.
Article 29 the board of directors is responsible for formulating, revising and interpreting this system.
Article 30 the system shall come into force and be implemented from the date of deliberation and adoption by the board of directors.
Shenzhen Crastal Technology Co.Ltd(300824) March 2002
