Hc Semitek Corporation(300323)
Management system for shares held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), in order to regulate the buying and selling of shares and changes in shareholding of Hc Semitek Corporation(300323) (hereinafter referred to as the “company”) by directors, supervisors and senior managers, strengthen the management of buying and selling of shares and changes in shareholding of the company by directors, supervisors and senior managers, and maintain the order of the securities market The securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the rules for the administration of the shares of the company held by the directors, supervisors and senior managers of listed companies and their changes, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – the administration of share changes This system is hereby formulated in combination with the actual situation of the company, such laws and regulations as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the relevant provisions of the articles of association.
Article 2 the directors, supervisors and senior managers of the company shall abide by the system. 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 company law, securities law and other laws, regulations, normative legal documents, as well as the provisions on insider trading, market manipulation and other prohibited acts, and shall not conduct illegal transactions.
Chapter II information declaration and disclosure
Article 4 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) within the following time (including surname, position, ID card number, securities account, time of leaving office, 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 information is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 5 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the Shenzhen Stock Exchange shall send their declaration data to CSDCC Shenzhen Branch to lock the shares of the company registered in the securities account opened under their ID card number.
Article 6 where the directors, supervisors and senior managers of the company have multiple securities accounts, they shall be merged into one account in accordance with the provisions of CSDCC Shenzhen Branch. Before merging the accounts, the registration and settlement company shall lock and unlock each account in accordance with the relevant provisions.
Article 7 the company shall confirm the information related to the share management of the directors, supervisors and senior managers of the company in accordance with the requirements of CSDCC Shenzhen Branch, and feed back the confirmation results in time.
Article 8 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to the Shenzhen Stock Exchange and the registration and Clearing Company, agree that the Shenzhen Stock Exchange shall timely announce their trading of the company’s shares and their derivatives, and bear the legal liabilities arising therefrom.
Article 9 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 plan, the company shall apply to Shenzhen Stock Exchange and registration and Clearing Company for the transfer of directors The shares of the company held by supervisors and senior managers are registered as shares with limited sales conditions.
Article 10 the directors, supervisors and senior managers of the company shall report in writing to the company within 2 trading days of buying and selling the company’s shares and their derivatives, report to the Shenzhen stock exchange through the board of directors of the company, and make an announcement on the website designated by the Shenzhen 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 Shenzhen Stock Exchange.
If the company’s directors, supervisors, senior managers and the board of directors refuse to declare or disclose, the Shenzhen Stock Exchange shall publicly disclose the above information on its designated website.
Article 11 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 12 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities they hold within 6 months after buying them, or buy them again within 6 months after selling them in violation of the relevant provisions of the securities law. The proceeds from this shall belong to the company. The board of directors of the company will recover the proceeds 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 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. The above-mentioned shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders include shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Article 13 directors, supervisors, senior managers 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.
Chapter III share change management
Article 14 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 data and information of the shares held by the company, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of shares of the company by the directors, supervisors and senior managers.
Before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their own trading plan. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the trading behavior may violate laws and regulations, relevant provisions of Shenzhen Stock Exchange, this system and the articles of association, the Secretary of the board of directors shall timely notify the directors Supervisors and senior managers, and prompt relevant risks. Directors, supervisors and senior managers shall not conduct any trading of the company’s shares and their derivatives without authorization before receiving the confirmation opinions of the Secretary of the board of directors.
Article 15 on the first trading day of each year, CSDCC Shenzhen branch takes the shares listed on the Shenzhen Stock Exchange registered by 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 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 equity distribution, capital reduction and share reduction, the amount of transferable shares in the current year shall be changed accordingly.
Article 16 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company they hold; Except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.
Article 17 75% of the company’s shares with unlimited sales conditions newly added during the year through secondary market purchase, convertible bonds to shares, exercise, agreement transfer and other means in the securities account of the company’s directors, supervisors and senior managers 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 18 the directors and senior managers of the Shenzhen branch may apply for the cancellation of the restrictions on the sale of shares held by the directors and senior managers of the Shenzhen Branch after meeting the conditions for the cancellation of the restrictions on the sale of shares held by the directors and senior managers of the Shenzhen Branch. After the restrictions are lifted, the registration and settlement company will automatically unlock the shares within the remaining amount of transferable shares under the names of the company’s directors, supervisors and senior managers, and the remaining shares will be locked automatically.
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 China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange.
Article 19 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 20 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 actual departure.
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:
(I) within one year from the date of listing and trading of the company’s shares;
(II) the directors, supervisors and senior managers of the company shall not transfer their shares of the company within six months after their resignation; If the company announces the actual resignation within six months from the date of initial public offering and listing of shares, within 18 months from the date of announcing the actual resignation;
(III) if the actual resignation is announced between the seventh month and the twelfth month from the date of the initial public offering and listing of the company’s shares, within 12 months from the date of the announcement of the actual resignation;
(IV) directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; (V) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
In case of any change in the direct holding of the company’s shares by its directors, supervisors and senior managers due to the equity distribution of a listed company, the above provisions shall still be observed.
Article 22 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares during the following periods: (I) if the announcement date is delayed due to special reasons within 30 days before the announcement of the company’s annual report and semi annual report, it shall be calculated from 30 days before the original scheduled 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 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 23 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;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers;
(III) securities affairs representatives and their spouses, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shenzhen 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 shares of the company and their derivatives, they shall be implemented with reference to the provisions of this system.
Article 24 If 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 Shenzhen Stock Exchange in time. CSDCC Shenzhen Branch locks its shares in accordance with the locking proportion determined by Shenzhen Stock Exchange.
If the company locks the shares of the company held by the core technicians, salespeople and managers who are not directors, supervisors and senior managers of the company in accordance with the provisions of the articles of association, or the above-mentioned personnel voluntarily apply for locking the shares of the company, they shall report to the Shenzhen Stock Exchange in time. CSDCC Shenzhen Branch locks its shares in accordance with the lock-in ratio and time limit determined by the Shenzhen Stock Exchange.
The company shall timely disclose in the prospectus or periodic reports the lock-in or release of the shares of the above-mentioned persons.
Chapter IV responsibility and punishment
Article 25 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 trading behavior in violation of this system is not the expression of the true intention of the parties (such as the illegal use of securities accounts by others, etc.), 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 case, give punishment in the form of warning, circulating a notice of criticism, demotion, dismissal, recommending the board of directors, the general meeting of shareholders or the staff and workers’ Congress to replace the responsible person;
(II) if a director, supervisor or senior manager violates the provisions of this system and buys or sells the company’s shares during the period when it is prohibited to buy or sell the company’s shares, the company shall give sanctions according to the seriousness of the case. If losses are caused to the company, he shall be investigated for corresponding responsibilities according to law;
(IV) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation; (V) 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 26 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 to the securities regulatory authority in a timely manner
