Wuxi Apptec Co.Ltd(603259) measures for the administration of shares held by directors, supervisors and senior managers and their changes
(revised in 2022)
Measures for the management of shares held by directors, supervisors and senior managers and their changes
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as “the company” or “the company”) and their changes, 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”) The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) promulgated 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 and directors, supervisors and senior managers of listed companies” The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies on the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”), the self regulatory guidelines for listed companies on the Shanghai Stock Exchange No. 8 – management of share changes, and the rules for the listing of securities on the stock exchange of Hong Kong Limited issued by the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) These measures are formulated in accordance with the securities and Futures Ordinance, the code for mergers and acquisitions of companies (hereinafter referred to as the “code”) and the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”) issued by the Hong Kong Securities and Futures Commission.
Article 2 These measures are applicable to the directors, supervisors and senior managers of the company. The shares of the company held by him refer to all the shares of the company registered in his name. Where directors, supervisors and senior managers have multiple securities accounts, they shall be calculated together. 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 term “senior managers” as mentioned in these Measures shall be subject to the personnel defined in the articles of association.
Article 3 the directors, supervisors and senior managers of the company may, according to the nature of the company’s shares held by them, sell them through the securities trading of the stock exchange where the company’s shares are listed, or reduce their shares through agreement transfer and other methods permitted by laws and regulations.
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, the relevant regulatory rules of the securities regulatory authorities and stock exchanges in the place where the company’s shares are listed and other laws and regulations on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Chapter II prohibition and restriction of transactions
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 laws, regulations, the CSRC and the stock exchange where the company’s shares are listed.
Article 6 if a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall abide by the following restrictive provisions within the term of office determined at the time of taking office and within 6 months after the expiration of his term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares of the company it holds;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange where the company’s shares are listed on the board of directors, supervisors and senior managers on the transfer of shares.
The directors, supervisors and senior managers of the company shall not transfer the shares of the company they hold or add within 6 months from the date of actual departure.
Article 7 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 1 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 major events that may have a great impact on the trading price of the company’s securities and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and the Shanghai Stock Exchange.
Article 8 in addition to the period specified in Article 7 above, the directors and supervisors of the company shall not buy or sell the shares of the company during the following periods:
(I) within 60 days before the publication date of the annual performance, or the period from the end of the relevant financial year to the publication date of the performance (whichever is shorter); and
(II) within 30 days before the date of publication of quarterly results (if any) and semi annual results, or the period from the end of the relevant quarterly or semi annual period to the date of publication of results (whichever is shorter);
(III) other periods prescribed by the stock exchange of Hong Kong.
Article 9 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their shares:
(I) 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.
(II) 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.
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange where the company’s shares are listed.
Article 10 under any of the following circumstances, if the company touches the warning standard of delisting risk, the directors, supervisors, senior managers and persons acting in concert of the company shall not reduce their holdings of the company’s shares from the date of relevant decisions to the date of termination or resumption of listing of the company’s shares:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information;
(II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
(III) other major illegal delisting situations.
Article 11 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 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 12 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 of these measures.
Article 13 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of new 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 new shares with limited sales conditions can be included in the calculation base of transferable shares in the next year.
If the shares of the company held by the directors, supervisors and senior managers are increased due to the equity distribution of the company, the transferable quantity of the current year can be increased in the same proportion.
Article 14 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 15 if the directors, supervisors and senior managers of the company violate the relevant provisions of the securities law and sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the income from this shall belong to the company, and the board of directors of the company shall recover the income and disclose the relevant information in time.
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 term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” 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.
Chapter III Information Declaration and disclosure
Article 16 the directors, supervisors and senior managers of the company shall strengthen the management of the securities accounts held by themselves, and timely report to the Secretary of the board of directors the securities accounts held by themselves and their immediate relatives, the securities held by the company and their changes. It is strictly prohibited to hand over the securities account to others for operation or use.
The office of the board of directors of the company will register and record the basic information of the securities accounts of the current and outgoing directors, supervisors, senior managers and their immediate family members within half a year, and update them in time according to the changes of information.
Seventeenth directors, supervisors and senior managers of the company shall entrust the Secretary of the board of directors of the company to declare their personal information, including their name, job, ID number, securities account, and time of departure, through the website of the Shanghai Stock Exchange, including their names, duties, identity cards, securities accounts, and time of service.
(I) when the company is newly listed, the directors, supervisors and senior managers apply for initial registration of shares;
(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) 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 above declaration data will 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 18 where the directors, supervisors and senior managers of the company reduce their holdings of A-Shares of the company, they shall report to the office of the board of directors in advance. If centralized bidding trading is adopted, the Secretary of the board of directors shall report the record reduction plan to the Shanghai Stock Exchange 15 trading days before the first sale of shares by the directors, supervisors and senior managers of the company, and make an announcement.
The contents of the reduction plan specified in the preceding paragraph shall include but not limited to the information required by the Shanghai Stock Exchange, such as the number of shares to be reduced, source, reduction time interval, method, price interval, reduction reasons, and the reduction time interval disclosed each time shall not exceed 6 months.
Article 19 within the time range of reduction under the announced reduction plan, when the number of reduction is more than half or the time of reduction is more than half, the directors, supervisors and senior managers shall report the reduction to the office of the board of directors within two trading days (including the day of occurrence), and the Secretary of the board of directors shall disclose the progress of reduction.
If the company discloses major issues such as high-tech transfer or planning merger and reorganization within the reduction time period, the directors, supervisors and senior managers shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major issues.
If the company’s directors, supervisors and senior managers reduce their shares through centralized bidding trading through the exchange, they shall report the specific reduction in writing to the office of the board of directors on the day when the disclosed share reduction plan is completed or the disclosed reduction time interval expires, and the Secretary of the board of directors shall announce the reduction within 2 trading days.
The office of the board of directors also regularly examines the trading of the company’s shares by the company’s directors, supervisors and senior managers. When it is found that the above situations should be disclosed, it shall timely inquire the company’s directors, supervisors and senior managers, and the company’s directors, supervisors and senior managers shall reply and confirm on the same day.
Article 20 in case of any change in the company’s A-share held by the company’s directors, supervisors and senior managers, it shall be reported to the office of the board of directors of the company within 1 trading day from the date of such occurrence, and the office of the board of directors of the company shall make an announcement in the column of the website designated by 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 Shanghai Stock Exchange.
Article 21 Where a director of a company intends to buy or sell H shares of the company, he shall perform the following procedures:
(I) notify in writing the chairman of the board of directors of the company or another director designated by the board of directors for this purpose (a director other than the director himself), and the chairman of the board or the designated Director shall approve the directors to buy and sell the company’s securities with a letter of confirmation indicating the validity period of the approved securities trading within 5 business days;
(II) if the chairman of the board of directors intends to buy or sell the company’s securities, he must notify each director at the meeting of the board of directors or another director designated by the board of directors for this purpose (other than his own director) before the transaction, and the relevant transaction can be carried out only after receiving a dated confirmation;
(III) the validity period of the aforesaid approved securities trading shall not exceed five business days after receiving the approval.
Article 22 the directors and chief executives of the company (referring to the chief executive officer, joint chief executive officer and chief financial officer, the same below) shall entrust the Secretary of the board of directors of the company to disclose their interests and short positions in any shares of a listed company (or any of its affiliated entities) through the website of the stock exchange of Hong Kong at the following time points or periods, And submit the equity disclosure form (DI form) within three business days after the occurrence of the following events:
(I) the directors and chief executives of the company begin to hold the interests of the company’s shares for the first time;
(II) directors and chief executives no longer hold the interests of the company’s shares;
(III) the directors and the chief executive enter into a contract for the sale of shares in any company;
(IV) the transfer of directors and chief executives shall be granted any relevant recognition by the company
