360 Security Technology Inc(601360) directors, supervisors and senior managers
Shares held by the company and its change management system
Article 1 in order to strengthen the management of 360 Security Technology Inc(601360) (hereinafter referred to as “the company” and “the company”) on the shares of the company held by directors, supervisors and senior managers and their changes, and clarify the management procedures, 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) This system is formulated in accordance with the relevant provisions of relevant laws, regulations and normative documents, such as the rules for the management of shares and changes held by directors, supervisors and senior managers of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 8 – management of share changes and so on.
Article 2 this system is applicable to the management of the shares held by the directors, supervisors and senior managers of the company and their changes.
Article 3 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company 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 conduct illegal transactions.
Article 4 the chairman of the company is the first person responsible for the management of the shares held by the directors, supervisors and senior managers of the company and their changes. The Secretary of the board of directors is specifically responsible for managing the self-examination and information disclosure of the identity and shareholding changes of the above-mentioned personnel of the company.
Article 5 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company and the natural persons, legal persons or other organizations specified in Article 28 of the system shall notify the Secretary of the board of directors in writing of their trading plans (including the trading direction, personnel, number of shares and other necessary information), and the Secretary of the board of directors shall check the progress of the company’s information disclosure and major events, If there may be misconduct in the transaction, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to conduct the transaction in writing, and remind them of the relevant risks.
Article 6 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, the implementation of equity incentive plan and other circumstances, the company shall, when going through the procedures of share change registration or exercise, Apply to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and China Securities Depository and Clearing Co., Ltd. Shanghai branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 7 the directors, supervisors and senior managers of the company shall submit their personal identity information (including name, position, ID card number, securities account, time of leaving office, etc.) to the company within the following time: (1) within 2 trading days after the new directors and supervisors pass their appointment matters at the general meeting of shareholders (or employee congress);
（2） Within 2 trading days after the new senior management is approved by the board of directors;
（3） The current directors, supervisors and senior managers shall change their declared personal information within 2 trading days;
（4） The current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
（5） 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 to manage their shares of the company in accordance with relevant regulations.
Article 8 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to the company, agree with the Shanghai Stock Exchange to timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal responsibilities arising therefrom.
Article 9 Where the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, the directors, supervisors and senior managers may entrust the company to apply to the Shanghai stock exchange for lifting the restrictions on sales when the conditions for lifting the restrictions on sales are met.
Article 10 the rights and interests held by the directors and senior supervisors during the period of shares locking and distribution shall not be affected by the rights and interests of the company according to law.
Article 11 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
（1） Within 1 year from the date of listing and trading of the company’s shares;
（2） Within half a year after the resignation of directors, supervisors and senior managers;
（3） Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period; （4） Other circumstances stipulated by laws, regulations, CSRC and Shanghai Stock Exchange.
Article 12 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 violations and crimes, during the investigation by the CSRC or the judicial organ, 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 the Shanghai stock exchange for violating the business rules of the Shanghai stock exchange for less than 3 months;
(III) other circumstances stipulated by laws, regulations, CSRC and Shanghai Stock Exchange.
Article 13 Where the company has major illegal circumstances specified in the Listing Rules of Shanghai Stock Exchange and touches the delisting standard, the directors, supervisors and senior managers shall not reduce the shares of the company from the date of the prior notice of the relevant administrative punishment decision or the judicial ruling until the listing of the company’s shares is terminated and delisted.
Article 14 If a director, supervisor or senior manager leaves office before the expiration of his term of office, he 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 his 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) within half a year after leaving the company, the company shall not transfer its shares and new shares;
(III) other provisions of laws, regulations, CSRC and Shanghai Stock Exchange on share transfer of directors, supervisors and senior managers.
Article 15 the directors, supervisors and senior managers of the company shall notify the Securities Department of the company in writing of their trading plans before trading the company’s shares and their derivatives. The Securities Department of the company shall check the progress of the company’s information disclosure and major events. If there may be improper trading behavior, the Securities Department of the company shall notify the directors, supervisors and senior managers who intend to buy and sell in writing within two working days, and remind them of relevant risks.
Article 16 Where the directors, supervisors and senior managers reduce their shares through centralized bidding trading, they shall report the record reduction plan to the Shanghai Stock Exchange 15 trading days before the first sale of shares, 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.
Article 17 during the reduction period, directors, supervisors and senior managers shall disclose the progress of reduction when the number of reduction exceeds half or the time of reduction exceeds half.
If the company discloses major issues such as high-tech transfer or planning merger and reorganization within the reduction time period, 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.
Article 18 where directors, supervisors and senior managers reduce their shares through centralized bidding trading of Shanghai Stock Exchange, they shall announce the specific reduction within 2 trading days after the implementation of the share reduction plan or the expiration of the disclosed reduction time interval.
Article 19 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 20 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 of the company within the above number of transferable shares, they shall also abide by the relevant provisions of the system.
Article 21 as a result of the company’s public or non-public issuance of shares, the implementation of equity incentive plans, or the purchase of new shares in various years by directors, supervisors and senior managers in the secondary market, the conversion of convertible bonds into shares, exercise of rights, agreement transfer and other reasons, 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 22 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 23 Where directors, supervisors and senior managers have multiple securities accounts, they can be combined into one account in accordance with relevant regulations. Directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Article 24 the directors, supervisors and senior managers of the company shall report to the company within 2 trading days of buying and selling the company’s shares and their derivatives, and the company shall fill in the shareholding change information on the website of Shanghai Stock Exchange.
Article 25 If the directors, supervisors and senior managers of the company, in violation of the relevant provisions of the securities law, sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the board of directors of the company shall recover their income and disclose the relevant information in a timely manner.
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.
The term “shares or other equity securities held by directors, supervisors and senior managers” as mentioned in the first paragraph includes shares or other equity securities held by their spouses, parents and children and held in other people’s accounts.
Article 26 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods: (1) 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 annual report and semi annual report of the company, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement date; （2） Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
（3） From the date of major events that may have a significant impact on the stock trading price of the company or the date of decision-making to the date of disclosure according to law;
（4） Other periods specified by the Shanghai Stock Exchange.
Article 27 If the company stipulates, through its articles of association, a longer prohibition period, a lower proportion of transferable shares or other restrictions on the transfer of shares held by directors, supervisors and senior managers, it shall report to the Shanghai Stock Exchange in time.
Article 28 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 shares of the company and its derivatives due to obtaining insider information:
（1） Spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company; （2） Legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
（3） Other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, Shanghai Stock Exchange or the company in accordance with the principle of substance over form that have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the shares of the company and their derivatives, the provisions of Article 24 of the system shall apply.
Article 29 Where the company’s directors, supervisors and senior managers hold 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 30 Where the directors, supervisors and senior managers of the company engage in financing and securities lending transactions, they shall abide by relevant regulations and report to the Shanghai Stock Exchange.
Article 31 the Securities Department 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 their trading of shares of the company.
The Securities Department of the company shall supervise the trading of shares of the company by directors, supervisors and senior managers. For their illegal trading of shares of the company, the securities department shall report to the Secretary of the board of directors at the first time, and the Secretary of the board of directors shall report to the Shanghai stock exchange and Tianjin regulatory bureau of CSRC in a timely manner.
Article 32 the directors, supervisors and senior managers of the company shall actively cooperate with the regulatory authorities, sort out the stock accounts opened in their own name, truthfully report the trading of the company’s shares, and eliminate the behavior of lending accounts.
Article 33 the board of directors shall be responsible for the interpretation of this system.
Article 34 this system shall come into force from the date of deliberation and adoption by the board of directors.
