Management system for the holding and trading of shares of the company and their changes by directors, supervisors and senior managers chapter I General Provisions
Article 1 in order to strengthen the management of the company’s directors, supervisors and senior managers holding Tellgen Corporation(300642) (hereinafter referred to as “the company” or “the company”) shares 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 management rules on the shares of the company held by the directors, supervisors and senior managers of listed companies and their changes, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “GEM Listing Rules”), 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”) This system is hereby formulated in combination with the actual situation of the company in accordance with the relevant provisions of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – share change management (hereinafter referred to as “share change management”) and Tellgen Corporation(300642) articles of Association (hereinafter referred to as “articles of association”).
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 of the company law, the securities law and other laws and regulations on insider trading, market manipulation, short-term trading and other prohibited acts, and shall not engage in illegal and illegal transactions.
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 names. 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.
Chapter II information declaration and disclosure
Article 4 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 company’s directors, supervisors and senior managers apply for stock listing;
Within two trading days;
(IV) the current directors, supervisors and senior managers shall be within two trading days after leaving office;
(V) other time required by SZSE.
The above declaration information is regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”) to manage their shares of the company in accordance with relevant regulations.
Article 5 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the information reported to the Shenzhen Stock Exchange and China Clearing Shenzhen Branch, agree that the 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 6 after entrusting the company to declare personal information, the directors, supervisors and senior managers of the company shall send the declaration data to CSDCC Shenzhen Branch. The company shall, in accordance with the requirements of CSDCC Shenzhen Branch, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time. CSDCC Shenzhen Branch shall lock the shares of the company registered in the securities account opened under the ID card number of the applicant according to the locking proportion sent by Shenzhen Stock Exchange.
If the company has been listed for more than one year, 75% of the shares with unlimited sales conditions of the company newly added in the securities account of directors, supervisors and senior managers during the year through secondary market purchase, convertible bonds into shares, exercise, agreement transfer and other means shall be automatically locked; The newly added shares with limited sale conditions shall be included in the calculation base of transferable shares in the next year. The newly added shares of the company in the securities accounts of the directors, supervisors and senior managers of the company less than one year after listing shall be automatically locked at 100%.
Article 7 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, sales restriction 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 Shenzhen Stock Exchange and CSDCC Shenzhen Branch to register the shares held by relevant personnel as shares with limited sale conditions. Article 8 the directors, supervisors and senior managers of the company shall report to the company in time within two trading days from the date of trading the company’s shares and their derivatives, report to the Shenzhen stock exchange through the board of directors of the company, and publish the following contents on the website designated by the Shenzhen Stock exchange:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
Article 9 Where the directors, supervisors and senior managers of the company hold the 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 10 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 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 timely disclose the following contents: (I) the illegal trading of shares by relevant personnel;
(II) treatment 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 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. “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. Chapter III General principles of share change management
Article 11 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company 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, judge whether the trading behavior complies with the provisions of information disclosure, and timely notify the directors, supervisors and senior managers of the proposed trading in writing, And perform the obligation of information disclosure in accordance with the provisions.
Article 12 on the first trading day of each year, CSDCC Shenzhen branch takes the shares of the company listed on the Shenzhen Stock Exchange registered in the name of the directors, supervisors and senior managers of the company on the last trading day of the previous year as the base, and calculates 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.
When there is a decimal in the calculation of the lockable limit, it shall be rounded to the nearest whole number; When an account holds less than 1000 shares of the company, the amount of transferable shares in the current year is the number of shares of the company it holds. In case of any change in the company’s shares held by directors, supervisors and senior managers due to the company’s equity distribution, the amount of transferable shares in the current year shall be changed accordingly.
Article 13 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 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 at one time, regardless of the restrictions on the transfer proportion in the preceding paragraph.
Article 14 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 15 during the lock-in period, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers, such as the usufruct, voting right and preemptive placement right, shall not be affected.
Article 16 the directors, supervisors and senior managers of the company shall not transfer the shares they hold or add to the company within six months from the date of actual departure.
Article 17 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares 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 postponed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement;
(II) within ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and the Shenzhen Stock Exchange.
Article 18 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, CSRC and Shenzhen Stock Exchange.
Article 19 If the articles of association stipulates that the shares of the company held by directors, supervisors and senior managers are prohibited from transfer for a longer period than the system, the proportion of transferable shares is lower or other restricted transfer conditions are attached, the provisions of the articles of association shall be disclosed in time and follow-up management shall be carried out.
Article 20 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 due to obtaining insider information:
(I) spouses, parents, children, brothers and sisters of directors, supervisors and senior managers of the company; (II) legal persons or other organizations controlled by directors, supervisors and senior managers of the company;
(III) other natural persons, legal persons or other organizations identified by the CSRC, Shenzhen Stock Exchange or the company in accordance with 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.
Article 21 Where the directors, supervisors and senior managers of the company disclose the share increase plan or voluntarily disclose the share increase plan in accordance with the provisions of the management of share changes, the relevant increase subjects shall make a commitment at the same time, complete the increase plan within the specified implementation period, and disclose the progress announcement of the increase.
If the relevant increase subject completes the disclosed increase plan, or plans to terminate the increase plan in advance within the implementation period of the increase plan, it shall timely notify the listed company and fulfill the obligation of information disclosure. Before the company issues the announcement on the completion of the implementation of the shareholding increase plan of the relevant shareholding increase subject, the shareholding increase subject shall not reduce the shares of the company.
Article 22 where directors, supervisors and senior managers make commitments on the proportion of shares held, holding period, change method, change price, etc., they shall strictly fulfill the commitments made.
Article 23 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 20 of the system, as well as the data and information of the shares held by the company, 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 IV accountability and punishment
Article 24 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) the company may be required to compensate or bear major civil liabilities; (III) 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. Whether the intention of the parties and the violation of the system of Article 25 of the company are true or not shall be handled; 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.
Article 26 If the directors, supervisors and senior managers of the company violate the regulations, Shenzhen Stock Exchange will give disciplinary sanctions or take self-discipline supervision measures according to the seriousness of the case.
Chapter V supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If the system is inconsistent with relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 28 the system shall come into force after being deliberated and approved by the board of directors.
Article 29 the system shall be interpreted by the board of directors.
Tellgen Corporation(300642) April 2002
