Songcheng Performance Development Co.Ltd(300144)
Company shares held by directors, supervisors and senior managers and their change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares of the company held by the directors, supervisors and senior managers of Songcheng Performance Development Co.Ltd(300144) (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, the Securities Law of the people’s Republic of China and the rules for the management of the shares of the company held by the directors, supervisors and senior managers of listed companies Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, Shenzhen Stock Exchange listed companies shareholders and directors, supervisors and senior managers share reduction implementation rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 10 – share change management and other laws and regulations This system is formulated in combination with the Songcheng Performance Development Co.Ltd(300144) articles of association and its amendments (hereinafter referred to as the articles of association).
Article 2 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. Those engaged in margin trading also include the shares of the company recorded in their credit accounts.
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.
Chapter II information declaration and disclosure
Article 4 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 5 the directors, supervisors and senior managers of the company shall entrust the company to report the identity information of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) within the following time (including but not limited to name, position, ID card number, securities account, time of leaving office, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing;
(II) within two trading days after the new directors and supervisors are approved by the general meeting of shareholders (or the workers’ Congress);
(III) within two 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 two trading days after leaving office;
(VI) other time required by SZSE.
The above declaration information is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 6 where, due to the issuance of shares, the implementation of equity incentive plan and other circumstances, the company makes additional transfer price, additional performance assessment conditions, restrictions on sales 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, Apply to the Shenzhen Stock Exchange and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”) will register the shares held by relevant personnel as shares with limited sales conditions.
Article 7 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the Shenzhen stock exchange through the board of directors of the company within 2 trading days from the date of the occurrence of the fact, and announced on the website designated by the Shenzhen Stock Exchange. The announcement includes:
（1） Number of shares held before this change;
（2） Date, quantity and price of this share change;
（3） Number of shares held after this change;
（4） Other matters required to be disclosed by SZSE.
Article 8 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not engage in margin trading with the company’s shares as the underlying securities.
Article 9 if the directors, supervisors and senior managers of the company, in violation of the relevant provisions of the securities law, sell their shares 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 disclose the following contents in a timely manner:
（1） Illegal trading of stocks by relevant personnel;
（2） Remedial measures taken by the company;
（3） The calculation method of income and the specific situation of income recovery by the board of directors;
（4） Other matters required to be disclosed by Shenzhen Stock Exchange.
The term “shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other equity securities held by their spouses, parents and children or by using other people’s accounts.
The above “sell within six months after purchase” refers to the sale within six months from the time point of the last purchase; “Buying again within six months after selling” refers to buying again within six months from the time point of the last sale.
Article 10 the management of the company’s former directors, supervisors, brothers and their children shall be subject to the management of the company.
Before buying and selling the company’s shares and their derivatives, the above-mentioned personnel shall notify the Secretary of the board of directors in writing of the trading plan. 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 above-mentioned personnel who intend to buy and sell in writing and remind them of relevant risks. The above-mentioned personnel shall buy and sell the company’s shares and their derivatives in accordance with the verification opinions of the Secretary of the board of directors, and report the actual trading situation to the Secretary of the board of directors in time.
Legal persons or other organizations controlled by directors, supervisors and senior managers of the company and other persons who may know the inside information of the company shall refer to the above scheme.
Article 11 the company will disclose in the periodic report the trading of the company’s shares by directors, supervisors and senior managers during the reporting period, including:
（1） The number of shares of the company held at the beginning of the reporting period;
（2） Increase or decrease of shares during the reporting period;
（3） The number of shares held by the company at the end of the reporting period;
（4） Other matters required to be disclosed by Shenzhen Stock Exchange.
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 the Shenzhen Stock Exchange and the registration and Clearing Company, agree that the Shenzhen Stock Exchange shall timely announce their trading of the company’s shares and their derivatives, and bear the legal liabilities arising therefrom.
Chapter III provisions on trading of the company’s shares
Article 13 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plans before trading the company’s shares. 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 violate laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association, the Secretary of the board of directors shall timely notify relevant directors Supervisors and senior managers.
Article 14 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.
Article 15 Where the shares held by the directors, supervisors and senior managers of a listed company do not exceed 1000 shares, they can be transferred in one lump sum without being restricted by the transfer proportion in the preceding paragraph.
Article 16 as a result of the issuance of shares by listed companies, the implementation of equity incentive plans, 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 a 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 shall be included in the calculation base of transferable shares in the next year.
If the shares of the company held by the directors, supervisors and senior managers increase due to the equity distribution of the listed company, the transferable quantity of the current year can be increased in the same proportion.
Chapter IV provisions on restrictions on the trading of the company’s shares
Article 17 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 one 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, the CSRC and the stock exchange.
Article 18 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 is delayed due to 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;
(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 company’s stock trading price or in the process of decision-making to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the Shenzhen Stock Exchange.
Article 19 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 due to obtaining insider information:
(I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers;
(II) legal persons or other organizations controlled by directors, supervisors and senior managers;
(III) other natural persons, legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form, who have special relations with the company or its directors, supervisors and senior managers and may get inside information.
Chapter V liability and punishment
Article 20 if the directors, supervisors and senior managers of the company violate the provisions of this system, unless the relevant parties provide sufficient evidence to the company to make the company believe that the trading behavior in violation of this system is not the expression of the true intention of the parties (such as the illegal use of securities accounts by others, etc.), the company may investigate the responsibilities of the parties in the following ways (including but not limited to):
(I) according to the seriousness of the case, give punishment in the form of warning, circulating a notice of criticism, demotion, dismissal, recommending the board of directors, the general meeting of shareholders or the staff and workers’ Congress to replace the responsible person;
(II) if a director, supervisor or senior manager violates the provisions of Article 9 of the system and buys and sells the company’s shares during the period of prohibition of buying and selling the company’s shares, the company shall give sanctions according to the seriousness of the circumstances. If losses are caused to the company, he shall be investigated for corresponding responsibilities according to law;
(III) if a director, supervisor or senior manager, in violation of Article 9 of the system, sells his shares of the company within six months after buying them, or buys them again within six months after selling them, after the company knows these matters, the board of directors shall recover his income and disclose relevant matters in a timely manner in accordance with the relevant provisions of the securities law;
(IV) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
(V) those who violate the relevant laws and regulations of the state may be transferred to the judicial organ and investigated for criminal responsibility according to law. Article 21 No matter whether the parties express their true intention or not, the company shall keep complete records of the acts and handling of violations of this system; If it is necessary to report or publicly disclose to the securities regulatory authority in accordance with the provisions, it shall report or publicly disclose to the securities regulatory authority in a timely manner.
Chapter VI supplementary provisions
Article 22 matters not covered in this system shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and the relevant provisions of the articles of association.
Article 23 the system shall come into force after being deliberated and approved by the board of directors.
Article 24 the board of directors of the company shall be responsible for the interpretation of this system.
Songcheng Performance Development Co.Ltd(300144) April 23, 2002
