Jiangsu Bide Science And Technology Co.Ltd(605298)
Directors, supervisors and senior management
Management measures for shares held by the company and their changes
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company” or “the company”) and their changes, 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”) The rules on the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 8 – management of share changes These measures are formulated in accordance with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shanghai Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association.
Article 2 this system is applicable to the directors, supervisors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their names. Directors, supervisors and senior managers engaged in margin trading also include the shares of the company registered in their credit accounts.
Article 3 before buying and selling the company’s shares and their derivatives, the company’s senior executives shall be aware of the provisions of the company law, the securities law and other laws and regulations on insider trading, market manipulation and other prohibited acts, and shall not engage in illegal transactions.
Chapter II share change rules
Article 4 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, normative documents and the CSRC and Shanghai Stock Exchange.
Article 5 under any of the following circumstances, if the company touches the warning standard of delisting risk, the directors, supervisors and senior managers of the company and their persons acting in concert shall not reduce their holdings of the company’s shares from the date of relevant decisions to the date of termination or resumption of listing of the company’s shares:
(I) being subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information; (II) being transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure or non disclosure of important information;
(III) other major illegal delisting situations.
The person acting in concert mentioned in the preceding paragraph refers to the investor who, through agreement and other arrangements, jointly expands the number of voting rights of the company’s shares that he can control with other investors in the acquisition of the company and the change of relevant share rights and interests.
Article 6 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 of the annual report and semi annual report is postponed for 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 to the 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 when major events that may have a significant impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the Shanghai Stock Exchange.
Article 7 if the directors, supervisors and senior managers of the company leave before the expiration of their term of office, they shall 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 of the company it holds;
(II) the company’s shares held by him shall not be reduced within half a year after his resignation;
(III) other provisions of laws, regulations, rules, normative documents and business rules of Shanghai Stock Exchange on share reduction of directors, supervisors and senior managers.
Article 8 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their shares:
(I) directors, supervisors and senior managers are suspected of securities and Futures Crimes, during the period of investigation by the CSRC or judicial organs, and less than 6 months after the administrative punishment decision and criminal judgment are made;
(II) directors, supervisors and senior managers have been publicly condemned by Shanghai stock exchange for violating the business rules of 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 Shanghai Stock Exchange.
Article 9 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 company’s shares and their derivatives due to obtaining 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;
(III) other natural persons, legal persons or other organizations identified by the CSRC, Shanghai Stock Exchange or the company in accordance with the principle of substance over form, who have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
Chapter III calculation of the transferable amount of the company’s shares held
Article 10 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 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 11 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.
If the directors, supervisors and senior managers of the company transfer their shares within the above number of transferable shares, they shall also abide by the provisions of articles 4, 5 and 6 of the system.
Article 12 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 directors, supervisors and senior managers increase due to the equity distribution of the company, the transferable amount of the current year can be increased in the same proportion.
Article 13 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 14 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 the securities registration company. Before merging the accounts, the securities registration company shall lock and unlock each account in accordance with the relevant provisions.
Article 15 Where the shares held by the directors, supervisors and senior managers of the company are registered as restricted shares, when the conditions for lifting the restrictions are met, the directors, supervisors and senior managers shall entrust the company to apply to the Shanghai Stock Exchange and the securities registration company for lifting the restrictions. After the restrictions are lifted, the securities registration company will automatically unlock the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers, and the remaining shares will be locked automatically.
Article 16 during the lock-in period, the relevant rights and interests of the company’s shares held by the company’s directors, supervisors and senior managers according to law, such as usufruct, voting right and preemptive placement right, will not be affected.
Article 17 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, the securities registration company shall lock all the shares of the company held and newly added by them within six months from the date of their declaration of leaving their posts, and automatically unlock all the shares of the company with unlimited conditions when they expire.
Chapter IV declaration and disclosure of changes in shares of directors, supervisors and senior managers
Article 18 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. Article 19 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 there may be improper trading behavior, 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 20 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, split share structure reform, implementation of equity incentive plan, etc., the company shall, when going through the procedures of share change registration or exercise, Apply to Shanghai Stock Exchange and securities registration company to register the shares held by relevant personnel as shares with limited sales conditions.
Twenty-first directors, supervisors and senior managers of the company shall, within the following time or period, 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 company apply for initial stock registration;
(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) 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 Shanghai Stock Exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd. to manage their shares in the company in accordance with relevant regulations.
Article 22 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the company within 2 trading days from the date of the occurrence of the fact, and the company shall make an announcement on the website of Shanghai 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 Shanghai Stock Exchange.
Article 23 If the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their own shares or other equity securities within 6 months after purchase, or buy them again within 6 months after sale, in violation of Article 44 of the securities law, the proceeds from this shall belong to the company. The board of directors shall 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 details of the income recovered by the board of directors;
(IV) other matters required to be disclosed by Shanghai Stock Exchange.
The above “sell within 6 months after purchase” refers to the sale within 6 months from the time point of the last purchase; “Buying again within 6 months after selling” refers to buying again within 6 months from the time point of the last sale.
Article 24 If the directors, supervisors and senior managers of the company plan to reduce their shares through centralized bidding trading of Shanghai Stock Exchange, they shall report the reduction plan to Shanghai stock exchange for filing 15 trading days before the first sale and make an announcement.
The contents of the reduction plan specified in the preceding paragraph shall include but not limited to the number, source, reduction time interval, method, price interval, reduction reasons and other information of the shares to be reduced, and the reduction time interval disclosed each time shall not exceed 6 months.
Within the time range of reduction, 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 reduction range, if the company discloses major issues such as high-level transfer or planning merger and reorganization, the directors, supervisors and senior managers shall immediately disclose the progress of the reduction and explain whether the reduction is related to the above-mentioned major issues.
After the implementation of the reduction plan, the directors, supervisors and senior managers shall report to the Shanghai Stock Exchange within two trading days and make an announcement; If the reduction is not implemented or the reduction plan is not completed within the reduction time interval, it shall report to the Shanghai Stock Exchange and make an announcement within two trading days after the expiration of the reduction time interval.
Article 25 Where the shares held by the directors, supervisors and senior managers of the company and their change proportion reach 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 26 Where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to the Shanghai Stock Exchange.
Chapter V responsibility and punishment
Article 27 Where the directors, supervisors and senior managers of the company buy and sell the company’s shares in violation of this system,
