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 company’s shares and changes held by the directors, supervisors and senior managers of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company” or “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 and the stock listing rules of Shenzhen Stock Exchange This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions such as the rules for the administration of shares and changes held by directors, supervisors and senior managers of listed companies and the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to all directors (including independent directors), supervisors and senior managers of the company.
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.
Article 4 the directors, supervisors and senior managers of the company may sell their shares through the securities trading of the stock exchange, or reduce their shares through agreement transfer and other ways permitted by laws and regulations. The reduction of shares due to judicial enforcement, execution of equity pledge agreement, gift, exchangeable debt for shares, stock equity swap and other reasons shall be handled in accordance with this system.
Chapter II code of conduct for holding and trading company shares
China name China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the Shenzhen Stock Exchange) and the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “China settlement Shenzhen branch”) shall be entrusted by the fifth directors, supervisors and senior managers to declare their personal information (including but not limited to name, duty, ID number, securities account, departure time, etc.) through the Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) and China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “China settlement and sub division”).
(I) within two trading days after the new directors and supervisors’ appointment matters are approved by the general meeting of shareholders (or the workers’ Congress) and the new senior managers’ appointment matters are approved by the board of directors;
(II) the current directors, supervisors and senior managers within two trading days after the change of their declared personal information;
(III) the current directors, supervisors and senior managers are within two trading days after leaving office;
(IV) other time required by SZSE.
Article 6 the directors, supervisors and senior managers of the company shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to the Shenzhen Stock Exchange and China Clearing Shenzhen Branch, agree that the Shenzhen Stock Exchange shall timely announce their holding, 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 CSDCC Shenzhen Branch, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time.
Article 8 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 trading plans. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the trading firm may have improper circumstances, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell in writing, And prompt relevant risks.
Article 9 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 10 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 11 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of shares by directors, supervisors and senior managers in the secondary market, convertible bonds for shares, exercise of rights, agreement transfer and other new shares within a 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.
If the shares of the company held by directors, supervisors and senior managers increase due to the distribution of rights and interests of the company, the transferable amount of the current year can be increased in the same proportion.
Article 12 the directors, supervisors and senior managers of the company may entrust the company to apply to Shenzhen Stock Exchange and Shenzhen Branch of China Clearing Corporation for lifting the restrictions on sales after meeting the conditions for lifting the restrictions on sales.
During the period of stock lock-in, the shares of the company held by directors, supervisors and senior managers enjoy the relevant rights and interests such as usufruct, voting right and preemptive placement right according to law.
Chapter III prohibition of holding and trading company shares
Article 13 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.
Article 14 the directors, supervisors and senior managers of the company shall not sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling.
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.
For multiple purchases, the time of the last purchase shall be taken as the starting point of the 6-month sales prohibition period; For multiple sales, the time of the last sale shall be taken as the starting point of the 6-month purchase prohibition period.
Article 15 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 company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, from 30 days before the original announcement date to the final 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 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.
Article 16 when the directors, supervisors and senior managers of the company resign, they shall timely entrust the listed company in writing to report the resignation information to the Shenzhen Stock Exchange.
If the directors, supervisors and senior managers of the company leave before the expiration of their term of office, they shall continue to 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 their 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 the company law on the transfer of shares of directors, supervisors and senior managers.
Article 17 the directors, supervisors and senior managers of the company shall guarantee that they will not buy or sell the company’s shares and their derivatives due to knowing the inside information.
Article 18 shareholders holding more than 5% of the company’s shares shall purchase and sell the company’s shares with reference to this management system.
Chapter III Information Disclosure
Article 19 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 shares held by the company, uniformly handling the online declaration of personal information for the above personnel, and regularly checking the disclosure of their purchase and sale of the company’s shares. Article 20 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the Shenzhen stock exchange through the Secretary of the board of directors of the company within 2 trading days from the date of the occurrence of the fact, and announced on the website designated by the Shenzhen stock exchange.
Article 21 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 22 Where the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company reduce their shares through centralized bidding trading, they shall report the reduction plan to the Shenzhen stock exchange through the board of directors 15 trading days before the first sale, and make an announcement on the website designated by the Shenzhen Stock Exchange.
The contents specified in the aforesaid reduction plan include the number, source, reason, method, reduction time interval, price interval, etc.
The reduction time interval of each disclosure shall not exceed 6 months. In the time range of reduction, if the reduction amount is more than half or the reduction time is more than half, the progress of reduction shall be disclosed through the company.
Make an announcement within 2 trading days after the implementation of the share reduction plan; If the share reduction has not been implemented or the share reduction plan has not been completed within the time interval of share reduction disclosed in advance, it shall be announced within 2 trading days after the expiration of the time interval of share reduction.
Article 23 the company shall disclose in its periodic report the trading of the company’s shares by directors, supervisors and senior managers during the reporting period, including:
(I) the number of shares of the company held at the beginning of the reporting period;
(II) the number of shares purchased and sold during the reporting period;
(III) the number of shares held by the company at the end of the reporting period;
(IV) other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 24 Where the directors, supervisors and senior managers of the company violate the provisions of Article 14 of the system, the board of directors of the company shall recover their income and disclose the following contents in time:
(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 Shenzhen Stock Exchange.
Chapter IV responsibility and punishment
Article 25 If the directors, supervisors and senior managers of the company buy and sell the shares of the company in violation of these rules, the proceeds therefrom shall belong to the company, and the board of directors of the company shall be responsible for recovering the proceeds. If the circumstances are serious, the company will punish the relevant responsible person or hand it over to the relevant department for punishment.
Article 26 the company shall keep complete records of the acts and handling of violations of these rules; 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.
Chapter V supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; If this system is inconsistent with the laws and regulations promulgated by the state in the future and the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 28 the right to amend and interpret these rules belongs to the board of directors of the company.
Article 29 these Rules shall come into force from the date of deliberation and adoption by the board of directors of the company.
Blue Sail Medical Co.Ltd(002382)
Board of directors
April 12, 2002
