Wondershare Technology Group Co.Ltd(300624)
Directors, supervisors and senior management
Shares held by the company and its 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 Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) and their changes, and maintain the order of the securities market, in accordance with the company law, the securities law, the listing rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies Several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, No. 10 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – management of share changes, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, administrative measures for the acquisition of listed companies (hereinafter referred to as “administrative measures for acquisition”) and other relevant laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and Wondershare Technology Group Co.Ltd(300624) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 this system is applicable to the management of the company’s shares held by the company’s directors, supervisors and senior managers (hereinafter referred to as “senior managers”) and their changes.
The shares of the company held by him refer to all the shares of the company registered in his name; Those engaged in margin trading also include the shares of the company recorded in their credit accounts. The directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not conduct margin trading with the company’s shares as the underlying securities.
The directors, supervisors and senior managers of the company entrust others to buy and sell the company’s shares on their behalf, which shall be regarded as their own behavior. They shall also abide by the system and perform relevant inquiry and reporting obligations.
Article 3 the senior managers referred to in this system refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors, director of research and development and other personnel specified in the articles of association.
Article 4 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, normative documents on insider trading, market manipulation and other prohibited acts, and shall not engage in illegal transactions.
Chapter II information declaration and disclosure
Article 5 the Secretary of the board of directors 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 reporting the 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 6 directors, supervisors The senior managers 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”) and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch”) (including name, position, ID number, securities account, leaving time, etc.):
(I) when the company’s directors, supervisors and senior managers 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 two trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers shall leave office within two trading days;
(VI) other time required by SZSE.
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 7 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 China Clearing Shenzhen Branch. The directors, supervisors and senior managers shall agree that Shenzhen Stock Exchange shall disclose their trading of the company’s shares and their derivatives in a timely manner and bear the legal liabilities arising therefrom.
Article 8 before the company’s shares and their derivatives held by the company’s directors, supervisors and senior managers change, they shall notify the Secretary of the board of directors in writing in advance. 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 and remind them of relevant risks.
Article 9 in case of any change in the shares of the company and their derivatives held by the directors, supervisors and senior managers of the company, the Secretary of the board of directors shall be notified in writing within two trading days from the date of the occurrence of the fact, and the board of directors of the company shall report to the Shenzhen Stock Exchange and make an announcement on the website designated by the Shenzhen Stock Exchange.
Article 10 where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to the Shenzhen Stock Exchange.
Article 11 in accordance with the provisions of the articles of association, if the company stipulates a longer prohibited transfer period, a lower proportion of transferable shares or other restricted transfer conditions for the shares of the company held by directors, supervisors and senior managers, it shall report to the Shenzhen Stock Exchange in time. CSDCC Shenzhen Branch locks its shares in accordance with the locking proportion determined by Shenzhen Stock Exchange.
Article 12 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 Shenzhen Stock Exchange and CSDCC Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions.
Article 13 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 acquisition, they shall also perform the obligations of reporting and disclosure in accordance with the provisions of the measures for the administration of acquisition and other relevant laws, administrative regulations, departmental rules and business rules.
Article 14 the Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the company’s directors, supervisors and senior managers.
Article 15 Where the directors, supervisors and senior managers of a listed company plan to reduce their shares through centralized bidding trading, they shall report to the Shenzhen Stock Exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the Shenzhen Stock Exchange.
The contents of the share reduction plan of directors, supervisors and senior managers of a listed company shall include but not limited to: the number, source, time range, method, price range and reasons for the reduction of shares to be reduced. The reduction time interval of each disclosure shall not exceed six months. In the time range of reduction, when the number of reduction is more than half or the time of reduction is more than half, the progress of reduction shall be disclosed.
If a listed company has major events such as high transfer, M & A and reorganization within the time period of reduction specified in the preceding paragraph, the shareholders specified in the preceding paragraph shall simultaneously disclose the progress of reduction and explain the relevance between this reduction and the above-mentioned major events.
Within the pre disclosed reduction period, directors, supervisors and senior managers shall disclose the progress of reduction in accordance with the provisions of the Shenzhen Stock Exchange. After the implementation of the reduction plan, the directors, supervisors and senior managers shall report to the Shenzhen Stock Exchange within two trading days and make an announcement; Within the pre disclosed reduction time interval, if the reduction is not implemented or the reduction plan is not completed, it shall report to the Shenzhen Stock Exchange within two trading days after the expiration of the reduction time interval and make an announcement.
Chapter III share change management
Article 16 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company they hold; Except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.
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 of the company;
(III) the directors, supervisors and senior managers of the company promise not to transfer within a certain period of time and within that period;
(IV) other circumstances stipulated by laws, regulations, securities regulatory authorities and Shenzhen Stock Exchange.
Article 18 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their holdings of the company’s shares from the date of making the relevant decision to the date of termination or resumption of the listing of the company’s shares:
(I) the company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal disclosure of major information; (II) the company is transferred to the public security organ according to law for the crime of fraudulent issuance or the crime of illegal disclosure and non disclosure of important information.
The persons acting in concert with the directors, supervisors and senior managers of the company specified in the preceding paragraph shall abide by the provisions of the preceding paragraph. Article 19 under any of the following circumstances, the directors, supervisors and senior managers of the company shall not reduce their shares of the company:
(I) the directors, supervisors and senior managers of the company are suspected of securities and Futures Crimes, during the period when they are filed for investigation by the CSRC or by the judicial organ, and within six months after the administrative punishment decision and criminal judgment are made;
(II) the directors, supervisors and senior managers of the company have been publicly condemned by the stock exchange for violating the business rules of the stock exchange for less than three months;
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange.
Article 20 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 of the annual report and semi annual report is postponed due to special reasons, it shall be from 30 days before the original scheduled announcement date to the day before the final announcement; (II) within ten 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 great impact on the trading price or investment decision 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 stipulated by the CSRC and the Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 21 if the directors, supervisors and senior managers of the company, in violation of the relevant provisions of the securities law, sell the company’s shares or other equity securities held by them 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:
(I) illegal trading of shares by relevant personnel;
(II) treatment measures taken by the company;
(III) calculation method of income and specific conditions of income recovery by the board of directors
(IV) other matters required to be disclosed by the Shenzhen Stock Exchange.
The term “shares or other securities with equity nature held by directors, supervisors and senior managers” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Article 22 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 because they have access to 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 securities regulatory authority, 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.
Where the above-mentioned natural persons, legal persons or other organizations buy and sell the company’s shares and their derivatives, the provisions of Article 9 of this system shall apply.
Chapter IV code of conduct for increasing shareholding
Article 23 the provisions of this chapter shall apply to the following situations of increased shareholding:
(I) if the shares with interests in the company reach or exceed 30% but not 50% of the issued shares of the company, it shall increase its holding of no more than 2% of the issued shares of the company every 12 months after one year from the date of the above facts;
(II) if the equity shares in the company reach or exceed 50% of the issued shares of the company, continuing to increase their equity in the company will not affect the listing status of the company;
(III) the company’s controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers disclose the share increase plan.
Article 24 If the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose their share increase for the first time without disclosing the share increase plan, and intend to continue to increase their shares, they shall disclose their subsequent share increase plan.
Article 25 Where the controlling shareholders, more than 5% shareholders, directors, supervisors and senior managers of the company disclose the share increase plan or voluntarily disclose the share increase plan in accordance with Article 24 of these guidelines, the announcement shall include the following contents:
(I) the name of the relevant increased holding entity, the number of shares held by the company and the proportion in the total share capital of the company;
(II) the completion of the implementation of the shareholding increase plan (if any) has been disclosed by the relevant shareholding increase entities within 12 months before the announcement;
(III) Holdings reduction of relevant increased entities in the six months before this announcement (if any);
(IV) the purpose of the proposed increase in shares;
(V) the number of shares to be held shall not exceed the upper limit or the lower limit of the range, and shall not exceed the upper limit or the lower limit of the range;
(VI) price premise of the proposed additional shares (if any);
(VII) the implementation period of the shareholding increase plan shall consider the enforceability in combination with the sensitive period and other factors, and shall not exceed six months from the date of announcement and disclosure;
(VIII) the way of increasing the shares to be held;
(IX) the commitment of the relevant increase subject not to reduce the company’s shares during the increase period and within the legal period;
(x) whether there is a lock-in arrangement for the increased shares;
（11） The possible uncertainty risks faced by the shareholding increase plan and the countermeasures to be taken;
