Shanghai Sk Automation Technology Co.Ltd(688155)
Held by directors, supervisors and senior management
And trading of the company’s stock management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the company’s directors, supervisors and senior managers’ holding and trading of the company’s shares and further clarify the 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”) Rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange and other laws and regulations The articles of Association (hereinafter referred to as the “articles of association”) and the relevant regulations of the company (hereinafter referred to as the “articles of association”).
Article 2 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, short-term trading and other prohibited acts, and shall not engage in illegal and illegal transactions.
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.
Chapter II information declaration and disclosure
Fourth directors, supervisors and senior managers of the company shall, within the following time, entrust the company to declare their personal information through the Shanghai stock exchange website (including but not limited to name, duty, ID number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the newly listed science and innovation company apply for initial registration of shares;
(II) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
Article 5 the directors, supervisors and senior managers of a listed company shall disclose on the website of the exchange through the board of directors within 2 trading days of buying and selling the company’s shares and their derivatives. The contents of the announcement include: (I) the number of shares held before the change;
(II) date, quantity and price of this share change;
(III) number of shares held after this change;
(IV) other matters required to be disclosed by Shanghai Stock Exchange.
Article 6 the directors, supervisors and senior managers of the company shall ensure the timeliness, authenticity, accuracy and completeness of the data they declare. The directors, supervisors and senior managers shall agree that the Shanghai Stock Exchange shall timely announce their trading of the company’s shares and their derivatives, and bear the legal liabilities arising therefrom.
Article 7 the company shall, in accordance with the requirements of Shanghai Branch of China Securities Depository and Clearing Corporation, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time. Article 8 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 9 if the directors, supervisors and senior managers of the company, in violation of the provisions of the securities law, sell their shares of the company 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 and disclose the following contents in a timely manner:
(I) illegal trading by relevant personnel;
(II) treatment 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.
The above “sell within six months after purchase” refers to the sales 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.
The stocks or other securities with the nature of equity held by the directors, supervisors and senior executives referred to in the preceding paragraph include stocks or other securities with the nature of equity held by their spouses, parents and children and by using the accounts of others. Article 10 Where a company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to the Shanghai Stock Exchange. The directors, supervisors and senior managers of the company shall not carry out margin trading with the company’s shares as the underlying securities.
Online declaration of interest, and regularly check the disclosure of directors, supervisors and senior managers’ trading of the company’s shares.
Chapter III General principles and provisions on the transferability of shares held by the company
Article 12 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 Shanghai Stock Exchange. Article 13 during the term of office, the shares transferred by the directors, supervisors and senior managers of a listed 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 14 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.
Article 15 Where 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 12 of these rules.
Article 16 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 17 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 18 the articles of association may prescribe a longer period of non transfer, a lower proportion of transferable shares or other restrictions on the transfer of shares held by directors, supervisors and senior managers than these rules.
Article 19 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares during the following periods: (I) within 30 days before the announcement of the company’s annual report and semi annual report; (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 significant 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 specified by the Shanghai Stock Exchange.
Article 20 the directors, supervisors and senior managers of a listed company shall ensure that the data they declare are timely, true, accurate and complete.
Article 21 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 22 where shareholders holding more than 5% of the shares of a listed company buy or sell shares, the provisions of Article 9 of these Rules shall apply.
Article 23 under any of the following circumstances, the directors, supervisors and senior management of the company shall not reduce their shares:
(I) the directors, supervisors and senior executives 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 6 months after the administrative punishment decision and criminal judgment are made; (II) the directors, supervisors and senior executives have been publicly condemned by the Shanghai stock exchange for violating the business rules of the Shanghai stock exchange for less than 3 months;
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of the Shanghai Stock Exchange.
Article 24 within the time range of reduction, the directors, supervisors and senior managers shall disclose the progress of reduction when the number of reduction is more than half or the time of reduction is more than half. Within the time range of reduction, if a listed company discloses major issues such as high-tech transfer or planning merger and reorganization, the directors, supervisors and senior managers shall immediately disclose the progress of reduction and explain whether this reduction is related to the above-mentioned major issues.
Article 25 If the directors, supervisors and senior management reduce their shares through the centralized bidding transaction of the Shanghai Stock Exchange, they shall announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval.
Article 26 Where the directors, supervisors and senior executives violate the provisions of this chapter by reducing their shares, or evade the provisions of this chapter through trading, transfer or other arrangements, or violate the provisions of other business rules of the Shanghai Stock Exchange, the Shanghai Stock Exchange may take regulatory measures or disciplinary sanctions such as written warning, circular criticism, public condemnation, restriction of trading, etc. If the illegal reduction of shares leads to abnormal fluctuations in stock prices, seriously affects the market trading order or damages the interests of investors, the Shanghai Stock Exchange shall give a heavier punishment.
Article 27 Where the reduction of shares is suspected of violating laws, regulations, rules and normative documents, the Shanghai Stock Exchange shall report to the CSRC for investigation and punishment according to regulations.
Chapter IV accountability and punishment
Article 28 If the directors, supervisors and senior managers of the company violate the provisions of this system, unless the relevant parties provide sufficient evidence to the company to make the company believe that the transaction in violation of the provisions of this system is not the expression of the true intention of the parties (such as the illegal and fraudulent use of securities accounts by others), The company may investigate the responsibilities of the parties in the following ways (including but not limited to): (I) according to the seriousness of the circumstances, give punishment in the form of warning, circulating a notice of criticism, demotion, dismissal, recommending the removal of the board of directors, the general meeting of shareholders or the general meeting of employees; (II) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation; (III) those who violate the relevant laws and regulations of the state may be transferred to the judicial organ and investigated for criminal responsibility according to law. Article 29 no matter whether the parties express their true intention or not, the company shall keep complete records of the acts and handling of violations of this system; If it is necessary to report or publicly disclose to the securities regulatory authority in accordance with the provisions, it shall report or publicly disclose to the securities regulatory authority in a timely manner.
Article 30 the directors, supervisors and senior managers of listed companies violate these regulations in buying and selling the company’s shares
Will be punished by the CSRC in accordance with the relevant provisions of the securities law.
Chapter V supplementary provisions
Article 31 matters not covered in this system shall be settled in accordance with relevant national laws, regulations and normative documents
And the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 32 the system shall be interpreted by the board of directors of the company.
Article 33 the system shall come into force after being deliberated and approved by the board of directors of the company.
