Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Shares of the company held by directors, supervisors and senior managers
And its change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”) and their changes, and further clarify the handling 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”) The rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (hereinafter referred to as the “management rules”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “standardized operation guidelines”) Relevant provisions of laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – share change management (hereinafter referred to as “share change guidelines”), several provisions on share reduction by shareholders, directors, supervisors and senior executives of listed companies of Shenzhen Stock Exchange, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior executives of listed companies of Shenzhen Stock Exchange, and the articles of association, This system is formulated in combination with the actual situation of the company.
Article 2 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 on insider trading, market manipulation, short-term trading and other prohibited acts in the company law, securities law and other laws, administrative regulations, departmental rules, normative documents, stock listing rules, standardized operation guidelines and other relevant provisions of Shenzhen Stock Exchange, No illegal transactions are allowed.
Article 3 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 securities accounts.
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 not engage in margin trading with the company’s shares as the underlying securities.
Chapter II stock trading regulations, information declaration and disclosure
Article 4 the company shall strengthen internal control and urge directors, supervisors and senior managers to strictly abide by the provisions of the guidelines on share changes. Before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers 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 the trading behavior may be inappropriate, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers in writing and remind them of relevant risks.
Article 5 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares and their derivatives 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 is delayed due to special reasons, 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 of disclosure of the securities or the date of entry into the derivative trading procedures that may have a significant impact on the price of the company;
(IV) other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Article 6 under any of the following circumstances, the shares of the company held by directors, supervisors and senior managers shall not be transferred:
(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) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, and less than 6 months have passed since the CSRC filed the case for investigation or the judicial organ filed the case for investigation, as well as after the administrative punishment decision and criminal judgment were made;
(V) directors, supervisors and senior managers have been publicly condemned by Shenzhen stock exchange for violating the rules of Shenzhen stock exchange for less than 3 months;
(VI) the company is subject to administrative punishment by the CSRC for fraudulent issuance or illegal disclosure of major information, or is 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. From the date of making the relevant decision to the date of termination or resumption of listing of the company’s shares;
(VII) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
In accordance with the provisions of the articles of association, if the company stipulates a longer period of prohibition on transfer, a lower proportion of transferable shares or other restrictions on transfer of shares held by directors, supervisors and senior managers, it shall report to Shenzhen Stock Exchange in time. China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) will lock up its shares in accordance with the locking proportion determined by Shenzhen Stock Exchange.
Article 7 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, except for the change of 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. If the directors, supervisors and senior managers of the company leave before the expiration of their term of office, they shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six months after the expiration of their term of office:
（1） The shares transferred each year shall not exceed 25% of the total shares of the company held by them;
（2） The company’s shares held by him shall not be transferred within half a year after his resignation;
（3） Other provisions of the company law on share transfer of directors, supervisors and senior managers.
Article 8 the directors, supervisors and senior managers of the company shall take the shares of the company registered in their names on the last trading day of the previous year as the base, and calculate the legal limit of transferable shares of the current year at 25%; At the same time, the outstanding shares held by this person within the quota of transferable shares of this year with unlimited sales conditions shall be unlocked. The directors, supervisors and senior managers of the company shall also abide by the provisions of Article 6 of the system when transferring their shares of the company within the above number of transferable shares.
Article 9 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.
Article 10 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 11 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 designated by Shenzhen 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 Shenzhen Stock Exchange.
If the directors, supervisors and senior managers of the company refuse to report or disclose, the board of directors may report to Shenzhen Stock Exchange in accordance with the management rules, guidelines on share changes and guidelines on standardized operation, and publicly disclose the above information on its website; If the board of directors of the company refuses to declare or disclose, Shenzhen Stock Exchange shall publicly disclose the above information on its website.
Article 12 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they report to Shenzhen Stock Exchange and CSDCC Shenzhen Branch, agree that Shenzhen Stock Exchange shall timely announce the trading of the company’s shares and their derivatives by relevant personnel, and bear the legal liabilities arising therefrom. Article 13 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information (including name, ID card number, etc.) of their individuals and their relatives (including spouse, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange and China Clearing Shenzhen Branch within the following time:
(I) when the company’s directors, supervisors and senior managers apply for stock listing;
(II) within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(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 leave office within 2 trading days;
(VI) other time required by Shenzhen Stock Exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to manage their shares of the company in accordance with relevant regulations.
Article 14 the company shall confirm the share related information of directors, supervisors, senior managers and their relatives in accordance with the requirements of CSDCC Shenzhen Branch, and feed back the confirmation results in time.
In case of any legal dispute caused by the company or the directors, supervisors and senior managers providing wrong information, or due to the confirmation of errors or the untimely feedback and correction of information, the company shall solve it by itself, and the relevant responsible person shall bear the relevant legal liabilities.
Article 15 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, CSDCC Shenzhen Branch shall lock the shares of the company registered in the securities account opened under their ID card number according to their declaration data.
When the company has been listed for less than one year, the newly added shares of the company in the securities accounts of the directors, supervisors and senior managers of the company shall be automatically locked at 100%.
One year after the listing of the company, 75% of the company’s shares with unlimited sales conditions newly added in the year through the purchase of secondary market, convertible bonds into shares, exercise of rights, agreement transfer and other means in the securities accounts of the company’s directors, supervisors and senior managers will be automatically locked; The new shares that can be transferred in the next year shall be included in the calculation of the base number of shares that can be transferred in the second year.
Article 16 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 CSDCC Shenzhen Branch. Before merging the accounts, CSDCC Shenzhen Branch shall lock and unlock each account in accordance with relevant provisions.
Article 17 Where, due to the public or non-public 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 or exercise of rights, Apply to Shenzhen Stock Exchange and China Clearing Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions. Article 18 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. After the restrictions are lifted, CSDCC Shenzhen Branch 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 automatically locked. Article 19 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 20 when the company’s directors, supervisors and senior managers leave office, they shall entrust the company to declare their personal information in writing in time. CSDCC Shenzhen Branch shall lock all the shares of the company held and newly added within six months from the date of their actual departure, and automatically unlock all the shares of the company with unlimited sales conditions after expiration.
Article 21 if the directors, supervisors and senior managers of the company are nominated as candidates for directors, supervisors and senior managers again within three years after leaving office, the company shall disclose the reasons for appointment and the trading of shares of the company after leaving office.
Article 22 the company shall disclose in its periodic report the trading of the company’s shares by directors, supervisors and senior managers during the reporting period, including:
(I) the number of shares of the company held at the beginning of the reporting period;
(II) the number, amount and average price of the company’s shares purchased and sold during the reporting period;
(III) the number of shares held by the company at the end of the reporting period;
(IV) whether the directors, supervisors and senior managers have bought or sold the company’s shares in violation of laws and regulations during the reporting period and the corresponding measures taken;
(V) other matters required to be disclosed by Shenzhen Stock Exchange.
Article 23 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 (hereinafter referred to as the “measures for the administration of the acquisition”), they shall also perform the obligations of reporting and disclosure in accordance with the measures for the administration of the acquisition and other relevant laws, administrative regulations, departmental rules and business rules.
Article 24 Where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to Shenzhen Stock Exchange.
Article 25 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 13 of the system, as well as the data and information of the company’s shares held by them, uniformly handling the online declaration of personal information for the above personnel, and regularly checking the disclosure of their trading of the company’s shares.
Chapter III code of conduct for share reduction
Article 26 directors, supervisors and
