Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
The company’s shares held by directors, supervisors and senior managers and their change management system March 2002 (Revised)
catalogue
Chapter I General Provisions two
Chapter II declaration of buying and selling the company’s shares 2 Chapter III calculation of the transferable amount of the company’s shares held by Chapter IV prohibition of buying and selling the company’s shares Chapter V disclosure of holding and trading of the company’s shares five
Chapter VI Supplementary Provisions six
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company” or “the company”) and their changes, and further clarify the relevant handling procedures, 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”) This system is hereby formulated in accordance with the relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, normative documents and the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the management of the company’s shares and their changes held by the company’s directors, supervisors and senior managers and natural persons, legal persons or other organizations specified in Article 18 of this system.
Article 3 before buying and selling the company’s shares or other equity securities, 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.
Chapter II declaration of buying and selling the company’s shares
Article 4 before buying and selling the company’s shares or other equity securities, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plan. 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, and prompt relevant risks.
Article 5 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 Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and China Securities Depository and Clearing Corporation Limited Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”) to register the shares held by relevant personnel as shares with limited sales conditions.
Article 6 the directors, supervisors and senior managers of the company shall entrust the company to report their personal identity information, spouses, parents, children and the account owners of their shares (including name, position, ID card number, etc.) to the Shanghai Stock Exchange and zhongdeng Shanghai branch within the following time:
(I) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(II) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (III) the current directors, supervisors and senior managers of the company within 2 trading days after the change of their declared personal information;
(IV) the current directors, supervisors and senior managers of the company within 2 trading days after leaving office;
(V) other time required by Shanghai Stock Exchange.
Article 7 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shanghai Stock Exchange and zhongdeng Shanghai Branch, agree that the Shanghai Stock Exchange shall timely announce the trading of the company’s shares or other equity securities by relevant personnel, and bear the legal liabilities arising therefrom. Article 8 the company shall confirm the information related to the share management of directors, supervisors and senior managers in accordance with the requirements of zhongdeng Shanghai Branch, and feed back the confirmation results in time.
Chapter III calculation of the transferable amount of the company’s shares held
Article 9 Where the directors, supervisors and senior managers of the company have multiple securities accounts, they shall be combined into one account in accordance with the provisions of zhongdeng Shanghai Branch.
Article 10 during the term of office, the number of 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 number of 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 directors, supervisors and senior managers 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 11 the number of transferable shares of the company shall be calculated based on the shares of the company held by the directors, supervisors and senior managers at the end of the previous year.
Article 12 due to the company’s public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of various new shares in the securities account of the company’s directors, supervisors and senior managers through 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 are included in the calculation base of transferable shares in the next year.
When the number of shares of the company held by directors, supervisors and senior managers changes due to the company’s equity distribution, capital reduction and share reduction, the number of transferable shares in the current year changes accordingly.
Article 13 the directors, supervisors and senior managers of the company may entrust the company to apply to the Shanghai Stock Exchange and zhongdeng Shanghai Branch for lifting the restrictions on sales after meeting the conditions for lifting the restrictions on sales.
Article 14 during the period of stock lock-in, the shares of the company held by directors, supervisors and senior managers shall enjoy the right of return, voting right, preemptive placement right and other relevant rights and interests according to law.
Article 15 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 held by the company;
(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 Shanghai Stock Exchange on the transfer of directors, supervisors and senior managers’ shares.
Chapter IV prohibition of buying and selling the company’s shares
Article 16 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law. If they sell their shares or other equity securities of the company within 6 months after they buy them, or buy them again within 6 months after they sell them, the proceeds therefrom shall belong to the company, and the board of directors of the company shall recover the proceeds.
However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council.
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.
Article 17 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (I) within 30 days before the announcement of the annual report and interim report of the company, if the date of the annual report and interim report is postponed due to special reasons, from 30 days before the original announcement to 1 day before the announcement;
(II) within 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(III) from the date when major events that may have a significant impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
(IV) within six months after the resignation of directors, supervisors and senior managers of the company;
(V) the directors, supervisors and senior managers of the company promise not to transfer within a certain period of time and within that period; (VI) other periods stipulated by laws, regulations, CSRC and Shanghai Stock Exchange.
Article 18 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 company’s shares or other equity securities because they have access 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) the securities affairs representative of the company and his / her spouse, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shanghai 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.
Chapter V disclosure of holding and trading of the company’s shares
Article 19 the directors, supervisors and senior managers of the company shall report to the Shanghai stock exchange through the board of directors within 2 trading days of buying and selling the company’s shares or other equity securities, and make an announcement on the website designated by the Shanghai Stock Exchange. The announcement includes:
(I) the number of shares of the company held at the end of the previous 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 20 the board of directors of the company shall disclose the following contents in a timely manner when the directors, supervisors and senior managers of the company are in the situation of Article 16 of the system:
(I) illegal trading of the company’s 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 Shanghai Stock Exchange.
Article 21 when the company’s directors, supervisors and senior managers hold the company’s shares and their change proportion reaches the provisions of the measures for the administration of the acquisition of listed companies, they shall 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 22 when engaging in margin trading, directors, supervisors and senior managers of the company shall abide by relevant regulations and report to the Shanghai Stock Exchange.
Article 23 when natural persons, legal persons or other organizations specified in Article 18 of the system buy and sell the company’s shares or other equity securities, they shall refer to the provisions of Article 19 of the system.
Article 24 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 18 of the system, as well as the data and information of the company’s shares held by them, 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.
Chapter VI supplementary provisions
Article 25 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 26 in case of any conflict between this system and the provisions of the then effective laws, regulations, normative documents and the articles of association, the provisions of the then effective laws, regulations, normative documents and the articles of association shall prevail.
Article 27 the board of directors of the company shall be responsible for the interpretation of this system.
Article 28 the system shall be adopted by the board of directors of the company, and shall be implemented from the date of adoption, and the same shall apply to modification.
