Yifan Pharmaceutical Co.Ltd(002019)
YIFAN PHARMACEUTICAL CO.,LTD.
Company shares held by directors, supervisors and senior managers and their change management system
(revised in April 2002)
Chapter I General Provisions
Article 1 in order to regulate the shares held by the directors, supervisors and senior managers of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as the “company”) and their changes, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “measures for the administration of acquisition”) The rules on the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidelines for listed companies No. 1 – standardized operation of companies listed on the main board (hereinafter referred to as the “standardized operation guidelines”) and other laws and regulations, normative documents and relevant provisions of the articles of association, Formulate this system.
Article 2 shareholders, directors, supervisors and senior managers of the company shall abide by laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association.
If the shareholders, directors, supervisors and senior managers of the company make commitments on the proportion of shares held, holding period, change method and change price, they shall strictly fulfill the commitments made.
Article 3 this system is applicable to the management of the company’s directors, supervisors and senior managers and the holding and trading of shares by natural persons, legal persons or other organizations specified in Article 25 of this system.
The senior managers referred to in this system refer to the president, vice president, Secretary of the board of directors and person in charge of finance of the company.
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.
Chapter II Management of shareholding changes of directors, supervisors and senior managers
Article 4 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plans before trading the shares of the company. 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 and the articles of association, the Secretary of the board of directors shall timely notify relevant directors Supervisors and senior managers. Article 5 where, due to the issuance of shares, the implementation of equity incentive plan and other circumstances, 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, the company shall, when going through the procedures of share change registration, Apply to Shenzhen Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) will register the shares held by relevant personnel as shares with limited sale conditions.
Article 6 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information (including name, position, ID card number, securities account, time of departure, etc.) of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to CSDCC Shenzhen branch within the following time: (I) when the directors, supervisors and senior managers apply for stock listing in the company;
(II) within two trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within two trading days after the board of Directors approves the appointment of the new senior management;
(IV) the current directors, supervisors and senior managers within two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall leave office within two trading days;
(VI) other time required by Shenzhen Stock Exchange.
The above declaration information shall be regarded as the application submitted by relevant personnel to the exchange to manage their shares of the company in accordance with relevant regulations.
Article 7 the company and its directors, supervisors, senior managers and securities affairs representatives shall ensure the authenticity, accuracy, timeliness and completeness of the information they report to the Shenzhen Stock Exchange, agree that the Shenzhen Stock Exchange shall timely announce the changes in the shares of the company held by relevant personnel, and bear the legal liabilities arising therefrom.
Article 8 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, Shenzhen Stock Exchange will 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.
In the securities account of the directors, supervisors and senior managers of the company that has been listed for one year, the shares with unlimited sales conditions of the company newly added during the year by means of secondary market purchase, convertible bonds into shares, exercise and agreement transfer shall be automatically locked at 75%; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year. The newly added shares of the company in the securities accounts of the directors, supervisors and senior managers of the company less than one year after listing shall be automatically locked at 100%.
Article 9 on the first trading day of each year, the legal limit of transferable shares in the current year shall be calculated at 25% based on the shares of the company listed on Shenzhen Stock Exchange registered in the name of the directors, supervisors and senior managers of the company on the last trading day of the previous year; At the same time, CSDCC Shenzhen Branch unlocked the tradable shares with unlimited sales conditions within the amount of transferable shares held by this person this year.
When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When the balance of the company’s shares held by an account is less than 1000 shares, the amount of transferable shares in the current year is the number of shares of the company held by it.
If the company’s shares held by directors, supervisors and senior managers change due to the company’s equity distribution, the amount of transferable shares will be changed accordingly this year.
Article 10 where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers may entrust the company to apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for lifting the restrictions.
Article 11 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 12 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 13 within two trading days from the date of change in the company’s shares held by the company’s directors, supervisors and senior managers, Shenzhen Stock Exchange shall publish the following contents on its website:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
(III) number of shares held after this change;
(IV) other matters required by Shenzhen Stock Exchange.
Article 14 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 delayed due to 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;
(II) within ten 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 CSRC and Shenzhen Stock Exchange.
Chapter III code of conduct for increasing shareholding
Article 15 the provisions of this chapter shall apply to the following situations of increased shareholding:
(I) if the shares with interests in the company reach or exceed 30% but not 50% of the issued shares of the company, it shall increase its holding of no more than 2% of the issued shares of the company every 12 months after one year from the date of the above facts;
(II) if the equity shares in the company reach or exceed 50% of the issued shares of the company, continuing to increase their equity in the company will not affect the listing status of the company;
(III) the company’s controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers disclose the share increase plan.
Article 16 if the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose their share increase for the first time without disclosing the share increase plan and intend to continue to increase their shares, they shall disclose their subsequent share increase plan.
Article 17 Where the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose the share increase plan or voluntarily disclose the share increase plan in accordance with Article 16 of these guidelines, the announcement shall include the following contents:
(I) the name of the relevant increased holding entity, the number of shares held by the company and the proportion in the total share capital of the company;
(II) the relevant increase subjects have disclosed the completion of the implementation of the increase plan within 12 months before this announcement (if any);
(III) Holdings reduction of relevant increased entities in the six months before this announcement (if any);
(IV) the purpose of the proposed increase in shares;
(V) the number or amount of shares to be increased shall specify the lower limit or range, and the lower limit shall not be zero. The range shall be reasonable, and the upper limit shall not exceed twice the lower limit;
(VI) price premise of the proposed additional shares (if any);
(VII) the implementation period of the shareholding increase plan shall consider the enforceability in combination with the sensitive period and other factors, and shall not exceed six months from the date of announcement and disclosure;
(VIII) the way of increasing the shares to be held;
(IX) the commitment of the relevant increase subject not to reduce the company’s shares during the increase period and within the legal period;
(x) whether there is a lock-in arrangement for the increased shares;
（11） The possible uncertainty risks faced by the shareholding increase plan and the countermeasures to be taken;
（12） If the relevant increase subject has limited the minimum increase price or the number of shares, the adjustment method in case of ex right and ex dividend shall be clearly stated;
（13） Other contents required by the exchange.
If the above shareholding increase plan is disclosed, the relevant shareholding increase subjects shall make a commitment at the same time and complete the shareholding increase plan within the above implementation period.
Article 18 after disclosing the share increase plan, when the implementation period of the proposed share increase plan is more than half, the relevant increase subject shall notify the company on the date of occurrence, and entrust the company to disclose the progress announcement of share increase before the next trading day. The announcement shall include the following contents:
(I) summarize the basic information of the shareholding increase plan;
(II) the number and proportion of shares that have been increased and the way of increase (such as centralized bidding, block trading, etc.); (III) if the shareholding increase has not been implemented when the implementation period of the shareholding increase plan is more than half, the reasons and subsequent arrangements shall be disclosed in detail;
(IV) explanation that the increase of shareholding will strictly comply with the securities law, the measures for the administration of acquisition and other laws and regulations and the relevant provisions of the exchange;
(V) other contents required by the exchange.
Article 19 in the case of item (I) of Article 15 of these guidelines, when the proportion of increased shares reaches 2% of the company’s issued shares, or when all the plans for increased shares are completed or the implementation period expires (if applicable), the company shall be notified in time according to the earliest time, and a lawyer shall be hired to express special verification opinions on whether the increased shares comply with the relevant provisions of the securities law, the measures for the administration of acquisitions and so on, And entrust the company to disclose the announcement of the results of share increase and the verification opinions of lawyers within three days after the completion of the increase.
Article 20 in the case of item (II) of Article 15 of these guidelines, the company shall be notified in time when the share increase is completed, hire a lawyer to express special verification opinions on whether the share increase is in line with the relevant provisions of the securities law, the measures for the administration of acquisition and other relevant provisions, and entrust the company to disclose the announcement of the result of share increase and the verification opinions of lawyers within three days after the completion of the share increase.
Under the circumstances of item (II) of Article 15 of these guidelines, if the cumulative proportion of increased shares reaches 2% of the issued shares of the company through centralized bidding, the progress announcement of increased shares shall be disclosed. From the date of occurrence of the fact to the announcement date of the company’s disclosure of the progress of share increase, the company shall not increase its shares.
Article 21 the announcement of the results of share increase as stipulated in Article 19 and paragraph 1 of Article 20 of these Guidelines shall include the following contents:
(I) the name of the relevant increased holding entity;
(II) the time of the first disclosure of the increase announcement (if applicable);
(III) details of the increase, including the period of increase, the way of increase, the number and proportion of shares increased, and the number and proportion of shares held before and after the increase;
(IV) specific contents and performance of the shareholding increase plan (if applicable);
(V) for those who fail to reach the lower limit of the planned increase in the number or amount of shares after the expiration of the increase period, a public announcement shall be made to explain the reasons (if applicable);
(VI) explain whether the increase violates the securities law, the measures for the administration of acquisition and other laws and regulations and the relevant provisions of the exchange, whether it meets the conditions for exemption from making an offer stipulated in the measures for the administration of acquisition, and the special verification opinions issued by lawyers;
(VII) the commitment of the relevant increase subjects not to reduce the shares of the company within the legal period;
(VIII) whether the increase of shareholding will cause the company’s equity distribution not to meet the listing conditions, and whether it will lead to the change of the company’s control;
(IX) other contents deemed necessary by the company or the bourse.
If the relevant increase entity completes its disclosed increase plan, or plans to terminate the increase plan in advance within the implementation period of the increase plan, it shall notify the listed company to perform the obligation of information disclosure in a timely manner in accordance with the requirements of the preceding paragraph.
Article 22 when the company issues the periodic report in accordance with the provisions, if the implementation of the shareholding increase plan of the relevant shareholding increase subject has not been completed, or the implementation period has not expired, the listed company shall disclose the implementation of the shareholding increase plan of the relevant shareholding increase subject in the periodic report.
Article 23 before the company issues the announcement on the completion of the implementation of the shareholding increase plan of the relevant shareholding increase subject, the shareholding increase subject shall not reduce the shares of the company.
Chapter IV other matters
Article 24 in accordance with the provisions of the articles of association, if the company stipulates a longer prohibited transfer period, a lower proportion of transferable shares or other restricted transfer conditions for the shares of the company held by directors, supervisors and senior managers, it shall timely disclose and do a good job in follow-up management.
