Keeson Technology Corporation Limited(603610)
Measures for the administration of shareholding and changes of directors, supervisors and senior managers chapter I General Provisions
Article 1 in order to strengthen the administration of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company” or “the company”) on the holding and trading of the company’s securities by directors, supervisors and senior managers, 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”) These measures are formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations, rules and normative documents such as the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, as well as the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 These measures are applicable to the management of the company’s directors, supervisors and senior managers and the holding and trading of the company’s securities by natural persons, legal persons or other organizations specified in Article 15 of these measures.
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. The directors, supervisors and senior managers of the company shall also abide by these measures and perform relevant inquiry and reporting obligations when engaging in margin trading. Directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not conduct margin trading with the company’s shares as the underlying securities.
Article 3 the senior managers referred to in these Measures refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other personnel specified in the articles of association.
Article 4 the company and its directors, supervisors and senior managers shall be aware of the provisions on insider trading, market manipulation and other prohibited acts in the company law, the securities law and other laws, regulations and normative documents before buying and selling the company’s securities, and shall not conduct illegal transactions.
If the shareholders, directors, supervisors and senior managers of the company make commitments on the proportion of shares held, holding period, change method, change quantity and change price, they shall strictly fulfill the commitments made.
The company and its directors, supervisors and senior managers shall ensure that the data they report to the stock exchange are true, accurate, timely and complete, agree with the stock exchange to timely announce the changes in the shares held by relevant personnel, and bear the legal liabilities arising therefrom.
Chapter II General principles and provisions on the transferability of the company’s securities held by the company
Article 5 the directors, supervisors and senior managers of the company shall be responsible for the securities accounts of themselves and their spouses, parents and children, strengthen the management of securities accounts, and it is strictly prohibited to hand over the securities accounts they hold to others for operation or use. Article 6 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 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 securities 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 7 on the first trading day of each natural year, the number of transferable securities shall be calculated based on the shares issued by the company registered in the name of the directors, supervisors and senior managers of the company on the last trading day of the previous year.
If 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 13 of these rules.
Article 8 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 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.
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.
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 for the transferable shares of the next year. Article 9 after the company’s restricted securities held by the company’s directors, supervisors and senior managers meet the conditions for lifting the restrictions, they can entrust the company to apply to the Shanghai stock exchange for lifting the restrictions.
Article 10 during the period of securities lock-in, the shares of the company held by directors, supervisors and senior managers shall enjoy relevant rights and interests such as usufruct, voting right and preemptive placement right according to law.
Eleventh directors, supervisors and senior managers of a company shall entrust a listed company to declare its personal information through the stock exchange website at the following time points or within the period (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 company apply for stock listing; (II) within 2 trading days after the appointment of new directors and supervisors is approved by the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved by the board of directors;
(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;
(V) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(VI) other time required by the stock exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to the stock exchange to manage their shares of the company in accordance with relevant regulations.
Article 12 after the company’s directors, supervisors and senior managers leave office and entrust the company to declare their personal information, Shanghai Stock Exchange shall lock all the shares of the company they hold and add within six months from the date of their declaration of departure, and lock 75% of the shares of the company every year within six months after the expiration of their original term of office.
Chapter III prohibition of trading company securities
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 the company’s securities within a certain period of time and are still within the commitment period;
(IV) other circumstances stipulated by laws and regulations, the CSRC and the stock exchange. If the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company violate the relevant provisions of the securities law and sell their shares or other equity securities of the company within six months after buying, or buy them again within six months after selling, the board of directors of the company shall recover their income, and timely disclose the illegal trading of relevant personnel, the amount of income The treatment measures taken by the company and the specific circumstances of the company’s recovery of income, etc.
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.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 4 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 14 the directors, supervisors and senior managers of the company shall not buy or sell the securities 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 of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; (II) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of occurrence 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 stipulated by the stock exchange.
Article 15 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 securities of the company due to the knowledge of 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;
Other natural persons, legal persons or other organizations that 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 securities of the company, the provisions of Article 16 of these Measures shall apply.
Chapter IV process and disclosure of securities trading of the company
Article 16 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 15 of these measures, 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-mentioned personnel, and regularly checking the disclosure of their trading of the company’s securities.
Article 17 the directors, supervisors and senior managers of the company shall inform the Secretary of the board of directors in writing of their plans to increase or reduce their holdings of shares 2 trading days in advance and 15 trading days in advance, and the Secretary of the board of directors shall be responsible for confirmation. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major issues, form a clear opinion of consent or opposition, notify the directors, supervisors and senior management of the proposed transaction in writing before the planned trading time, and remind the relevant risks. The Secretary of the board of directors shall disclose and announce the reduction plan 15 trading days before the board of directors, supervisors and senior executives adopt centralized bidding to reduce the shares of the company.
Article 18 in case of any change in the company’s shares held by the directors, supervisors and senior managers of the company, they shall report to the Secretary of the board of directors of the company within 2 trading days from the date when the number of shares reduced by centralized bidding is more than half or the time of reduction is more than half, and the company shall make an announcement on the website of Shanghai Stock Exchange. If the company discloses major issues such as high-tech transfer or planning merger and reorganization within the reduction time range, the directors, supervisors and senior management personnel shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major issues.
Article 19 Where the directors, supervisors and senior managers of the company reduce their shares through centralized bidding trading in Shanghai Stock Exchange, the company shall announce the specific reduction within 2 trading days after the completion of the implementation of the share reduction plan or the expiration of the disclosed increase and reduction time interval.
Article 20 in case of any change in the shares of the company held by directors, supervisors and senior managers, they shall report to the company within 2 trading days from the date of the occurrence of the fact, and the Secretary of the board of directors of the company shall announce it on the website of Shanghai Stock Exchange. The announcement includes:
(I) number of shares held before this change;
(II) date, quantity, price and reason of this share change;
(III) number of shares held after this change;
(IV) other matters required to be disclosed by Shanghai Stock Exchange.
Article 21 if the directors, supervisors and senior managers of the company are in the situation specified in Chapter III of these measures, the board of directors of the company shall disclose the following contents in time:
(I) the trading of the company’s securities by relevant personnel in violation of regulations;
(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 Shanghai Stock Exchange.
Article 22 when the company’s directors, supervisors and senior managers hold the company’s securities 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.
Chapter V code of conduct for increasing shareholding
Article 23 the provisions of this chapter shall apply to the following acts of increasing shares:
(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) shareholders and persons acting in concert with them who hold 50% or more of the issued shares of the company will continue to increase their interests in the company without affecting the listing status of the company. If the company’s directors, supervisors, senior managers and other entities that increase their holdings intend to voluntarily disclose the increase plan in advance before the first increase of shares, the provisions of this chapter shall apply.
Article 24 the shareholders and their persons acting in concert (hereinafter referred to as relevant shareholders) specified in Article 23 of these Measures shall notify the company of the increase on the date of the first increase (hereinafter referred to as the first increase) in the single increase plan, and the company shall timely publish the announcement of the increase of shareholders’ shares in the company.
The contents of the announcement shall at least include the name of the shareholder, the way of increase, the number and proportion of shares in the company owned by the shareholder before and after this increase, and whether the relevant shareholders put forward the subsequent increase plan, etc. Article 25 If the relevant shareholders intend to continue to increase their shares after the first increase, they shall notify the company of the subsequent increase plan on the date of the first increase. The company shall disclose the following contents of the subsequent shareholding increase plan of relevant shareholders in the announcement of shareholders’ shareholding increase of the company:
(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 entities have disclosed the completion of the implementation of the increase plan within 12 months before this announcement (if any);
(III) purpose of the proposed increase in shares. The purpose of increasing shareholding shall be combined with the actual operation, future development trend and stock price change of the listed company, which shall be in line with objective reality;
(IV) types of shares to be increased this time. The type of additional shares shall be clearly defined as A-Shares or B shares; (V) the number or amount of shares to be increased this time. The number or amount of increased holdings shall be clear. If a quantity or amount range is set, the upper and lower limits shall be clear, the range shall be prudent, reasonable and enforceable, and the upper limit shall not exceed twice the lower limit
