Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Management system for directors, supervisors and senior managers to hold and buy and sell shares of the company
Chapter I General Provisions
Article 1 in order to strengthen the supervision of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”)
Management of the shares of the company held by the directors, supervisors and senior managers of the company (“company” or “the company”) and their changes
To maintain the order of the securities market 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 (hereinafter referred to as the “Securities Law”) and the listing law
Management rules for the shares and changes of the company held by directors, supervisors and senior managers of the company
Several provisions on the reduction of shares held by Dong, Jian and Gao, shareholders, directors and supervisors of Listed Companies in Shenzhen Stock Exchange
I. detailed rules for the implementation of share reduction by senior managers, Shenzhen Stock Exchange GEM Listing Rules
Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM
Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – share change management
This system is formulated in accordance with the procedures and other relevant provisions.
Article 2 this system is applicable to the directors, supervisors, senior managers and related personnel of the company and the directors of the company
Directors, supervisors, senior managers and relevant personnel shall abide by the system and perform relevant inquiry and reporting obligations
The shares of the company held by him refer to all the shares of the company registered in his name. Directors and supervisors of the company
Those who engage in margin trading, including those who are registered in their credit accounts, senior managers and relevant personnel
Shares of the company.
The directors, supervisors, senior managers and securities affairs representatives of the company entrust others to buy and sell stocks on their behalf,
As for what I have done, I shall also abide by this system and perform relevant inquiry and reporting obligations.
Article 3 the senior managers referred to in this system refer to the chief executive officer (president), vice president and director of the company
Secretary of the board of directors, chief financial officer and other company managers appointed by the board of directors of the company.
Article 4 the directors, supervisors, senior managers and securities affairs representatives of the company are trading the company’s shares and
Before the derivatives, the company law, securities law and other laws, regulations and normative documents shall be known
Prohibited acts such as insider trading, short-term trading, window trading, selling stocks during the restricted sales period and manipulating the market
It is stipulated that illegal transactions shall not be carried out.
The company’s directors, supervisors, senior managers and other subjects have different opinions on the proportion of shares held, holding period and changes
Where a commitment is made in terms of mode, price change, etc., the commitment made shall be strictly fulfilled.
Chapter II information declaration and disclosure
Article 5 the Secretary of the board of directors of the company is responsible for managing the identity and management of the directors, supervisors and senior managers of the company
The data and information of the company’s shares held by the company shall be uniformly handled for the directors, supervisors and senior managers
Online declaration, and regularly check the disclosure of directors, supervisors and senior managers’ trading of the company’s shares.
If the transaction may violate laws and regulations, relevant provisions of the exchange and the articles of association, the Secretary of the board of directors shall
Timely notify relevant directors, supervisors and senior managers in writing.
Article 6 the directors, supervisors, senior managers and securities affairs representatives of the company shall
Entrusting the company to report to Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) and China Securities Depository and Clearing Co., Ltd
Be responsible for the Shenzhen Branch of the company (hereinafter referred to as “CSDCC Shenzhen Branch”) to declare its individuals and their relatives
(including spouse, parents, children, brothers and sisters, etc.) (including name and ID number)
Code, etc.) (see Annex I for format):
(I) directors, supervisors, senior managers and securities affairs representatives of the company apply for shares in the company
At the time of listing;
(II) the appointment of new directors and supervisors of the company shall be approved at the general meeting of shareholders (or employee congress)
Within 2 trading days after the;
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company;
(IV) the new securities affairs representative of the company shall be appointed within 2 trading days after the company approves his / her appointment;
(V) the current directors, supervisors, senior managers and securities affairs representatives of the company
Within 2 trading days after the change of personal information;
(VI) the current directors, supervisors, senior managers and securities affairs representatives of the company shall leave office within 2 months
Within the trading day;
(VII) other time required by SZSE.
The above declaration data shall be deemed to be submitted by relevant personnel to Shenzhen Stock Exchange and China Clearing Shenzhen Branch
The shares held by the company shall be managed in accordance with the relevant provisions of the company.
Article 7 directors, supervisors, senior managers, securities affairs representatives and spouses of the above-mentioned persons of the company
Before trading the company’s shares and their derivatives, the trading plan shall be written two trading days in advance
Notify the Secretary of the board of directors in the form (see Annex II for the format), and the Secretary of the board of directors shall verify the company’s information disclosure and restatement
For the progress of major events and other events, if the trading behavior may be improper, the Secretary of the board of directors shall write in a timely manner
Notify the directors, supervisors, senior managers and securities affairs representatives who intend to buy and sell the company’s shares, and submit
Show relevant risks.
Article 8 directors, supervisors, senior managers and securities affairs representatives of the company shall buy and sell shares of the company
And its derivatives shall be notified in writing to the Secretary of the board of directors within 2 trading days (see Annex III for the format),
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. Announcement content package
Including:
(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 this change;
(VI) other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 9 the directors, supervisors and senior managers of the company violate the provisions of Article 44 of the securities law
To sell the company’s shares or other equity securities held by it within 6 months after purchase
Or buy again within 6 months after the sale, and the proceeds therefrom shall be owned by the company, and the board of directors of the company will receive them
Return its 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 details of the income recovered by the board of directors;
(IV) other matters required to be disclosed by the Shenzhen Stock Exchange.
The above “sell within 6 months after purchase” refers to the sell within 6 months from the time point of the last purchase
of “Buy again within 6 months after selling” refers to buying again within 6 months from the time point of the last sale
of Shareholders holding more than 5% of the company’s shares violate the relevant provisions of the Securities Law on short-term trading,
The board of directors of the company shall perform its obligations in accordance with the provisions of the preceding paragraph.
Article 10 the directors
Supervisors, senior managers and securities affairs representatives transfer their shares of the company and make additional transfer price
Where restrictive conditions such as performance assessment conditions and restricted sales period are attached, the company shall handle the share change registration before the registration
Or exercise of rights and other procedures, apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch for the registration of shares held by relevant personnel
Shares with limited sale conditions.
Article 11 the company’s directors, supervisors and senior managers hold the company’s shares and their change proportion reaches
The provisions of the measures for the administration of the acquisition of listed companies shall also be in accordance with the measures for the administration of the acquisition of listed companies
Fulfill the obligations of reporting and disclosure in accordance with relevant laws, administrative regulations, departmental rules and business rules.
Article 12 after entrusting the company to declare personal information, the directors, supervisors and senior managers of the company shall
China Securities Clearing Shenzhen Branch shall, according to its application data, the securities account opened under its ID card number
The registered shares of the company shall be locked.
Article 13 Where the directors, supervisors and senior managers of a company have multiple securities accounts, they shall
The regulations of CSDCC Shenzhen Branch are consolidated into one account. Before the account is consolidated, CSDCC Shenzhen Branch
Lock and unlock each account according to relevant regulations.
Article 14 the company and its directors, supervisors, senior managers and securities affairs representatives shall ensure their
The authenticity, accuracy, timeliness and completeness of the data reported to Shenzhen Stock Exchange and China Clearing Shenzhen Branch agree with Shenzhen Stock Exchange
The exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom
Legal liability.
Article 15 the company shall, in accordance with the requirements of CSDCC Shenzhen Branch, supervise the directors, supervisors and senior managers
The management personnel, securities affairs representatives and their relatives shall confirm the information related to the shares, and feed back the confirmation settlement in time
Fruit. In case of any legal dispute caused by error confirmation or untimely feedback and correction of information, the company shall be responsible for it by itself
Solve and bear relevant legal responsibilities.
Chapter III share change management
Article 16 one year after the listing of the company, due to the public or non-public issuance of shares and the implementation of equity incentive
Plan, or purchase convertible bonds through the secondary market in the securities accounts of directors, supervisors and senior managers
The company’s shares with unlimited sale conditions newly added during the year by means of share conversion, exercise, agreement transfer, etc. shall be automatically locked at 75%
Fixed; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year. The company is not fully listed
In one year, the newly added shares of the company in the securities accounts of directors, supervisors and senior managers shall be automatically calculated at 100%
Lock.
The company shall, in accordance with the provisions of the articles of association, supervise the directors, supervisors, senior managers, securities affairs representatives and
The company’s shares held by spouses and other persons require a longer period of non transfer, a lower proportion of transferable shares, or
Those who attach other restrictions on transfer shall report to the Shenzhen Stock Exchange in time. China Clearing Shenzhen Branch
The locking proportion determined by Shenzhen Stock Exchange locks the shares.
In accordance with the provisions of the articles of association of the company, the company shall pay attention to the core technical personnel who have not served as directors, supervisors and senior managers of the company
Lock up the shares of the company held by technicians, salespeople and managers, or the above-mentioned personnel voluntarily apply for
If the company’s shares are locked, it shall report to the Shenzhen Stock Exchange in time. China Clearing Shenzhen Branch
The Shenzhen Stock Exchange shall lock up the shares according to the locking proportion and restricted sale time determined by the Shenzhen Stock Exchange.
Article 17 on the first trading day of each year, CSDCC Shenzhen Branch is represented by the company’s directors, supervisors
The shares listed on the Shenzhen Stock Exchange registered in the name of the senior managers on the last trading day of the previous year are the basis
The legal limit of transferable shares in the current year is calculated at 25%; At the same time, the
Unlock the tradable shares with unlimited sales conditions within the limit of transferable shares. Appears when calculating the unlocked limit
In case of decimals, the decimal places shall be rounded; When an account holds no more than 1000 shares of the company, its
The amount of transferable shares in this year is the number of shares of the company it holds. Due to the company’s equity distribution and capital reduction
If the shares of the company held by directors, supervisors and senior managers are changed due to shares, they can be transferred in the current year
The share quota shall be changed accordingly.
Article 18 during the term of office, the directors, supervisors and senior managers of the company shall pass the centralized bidding
The shares transferred by means of block trading and agreement transfer shall not exceed 25% of the total shares of the company they hold; because
Except for the change of shares caused by judicial enforcement, inheritance, legacy, legal division of property, etc.
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
The transfer shall not be restricted by the transfer proportion mentioned in the preceding paragraph.
Article 19 the shares held by the directors, supervisors and senior managers of the company shall be 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 report to the Shenzhen Stock Exchange
And China Clearing Shenzhen Branch to apply for lifting the sales restrictions. After sales restrictions are lifted, CSDCC Shenzhen Branch will automatically
Shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers of the company shall be unlocked
The remaining shares are automatically locked.
Article 20 during the lock-in period, the shares of the company held by directors, supervisors and senior managers shall be enjoyed according to law
The relevant rights and interests such as the usufruct, voting right and priority placement right of the company will not be affected.
Article 21 the shares of the company held by the directors, supervisors and senior managers of the company shall not be changed under the following circumstances:
Transferable:
(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 of the company;
(III) the directors, supervisors and senior managers of the company promise not to transfer within a certain period of time and
Internal;
(IV) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 22 the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information
After, the company’s shares held by it will be locked in accordance with relevant regulations. Due to the company’s equity distribution, etc
In case of any change in the direct holding of shares of the company by directors, supervisors and senior managers, the above provisions shall still be observed. Dong
If the supervisor resigns before the expiration of his / her term of office, he / she shall resign within 6 months from the date of declaration of resignation information
Additional shares of the company will also be locked. Directors, supervisors
