Beijing Scitop Bio-Tech Co.Ltd(300858)
The company’s shares held by directors, supervisors and senior managers and their change management system Chapter I General Provisions
Article 1 in order to further strengthen the management of the shares held by the directors, supervisors and senior managers of Beijing Scitop Bio-Tech Co.Ltd(300858) (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 (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 relevant requirements of relevant laws, regulations and normative documents, such as the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes, And the relevant provisions of the Beijing Scitop Bio-Tech Co.Ltd(300858) articles of Association (hereinafter referred to as the “articles of association”), and this system is formulated in combination with the actual situation of the company.
Article 7 the regulations on the behavior of the company’s legal person, supervisors and other management personnel shall apply to the system of the company’s legal person and its natural representative.
Article 3 the shares of the company held by the directors, supervisors, senior managers and securities affairs representatives of the company refer to all the shares of the company registered in their names. The above-mentioned personnel engaged in margin trading also include the shares of the company recorded in their credit account.
Article 4 the directors, supervisors, senior managers and securities affairs representatives 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 before buying and selling the company’s shares and their derivatives, and shall not conduct transactions in violation of laws and regulations.
Chapter II trading of the company’s shares
Article 5 the shares of the company held by the directors, supervisors and senior managers of the company shall not be transferred under the following circumstances:
(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 the commitment period;
(IV) other circumstances stipulated by laws, regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 6 the company’s directors, supervisors, senior managers, securities affairs representatives and the spouses of the above-mentioned persons 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 delayed due to special reasons, it shall be calculated 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 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 Shenzhen Stock Exchange.
The directors, supervisors, senior managers and securities affairs representatives of the company shall urge their spouses to abide by the provisions of the preceding paragraph and bear corresponding responsibilities.
Article 7 the directors, supervisors, senior managers and securities affairs representatives 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 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) securities affairs representatives of the company and their spouses, parents, children, brothers and sisters;
(IV) other natural persons, legal persons or other organizations identified by China Securities Regulatory Commission, 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.
Article 8 where shareholders, directors, supervisors and senior managers who hold more than 5% of the company’s shares sell their shares or other equity securities within six months after buying them, or buy them again within six months after selling them, in violation of the relevant provisions of the securities law, the board of directors of the company shall recover their income and disclose the following contents in a timely manner:
(I) illegal trading by relevant personnel;
(II) remedial measures taken by the company;
(III) the calculation method of income and the specific situation 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, senior managers and natural person shareholders” 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.
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.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
Chapter III information declaration, disclosure and supervision
Article 9 the directors, supervisors, senior managers and securities affairs representatives of the company shall entrust the company to report the identity information (including name, position, ID card number, securities account, departure time, etc.) of their individuals and their relatives (including spouse, parents, children, brothers and sisters, etc.) to the Shenzhen Stock Exchange at the following time points or periods:
(I) when the company’s directors, supervisors, senior managers and securities affairs representatives apply for initial registration of shares;
(II) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (IV) the new securities affairs representative of the company shall be appointed within 2 trading days after the company approves his / her appointment;
(V) the current directors, supervisors, senior managers and securities affairs representatives of the company within 2 trading days after the change of their declared personal information;
(VI) the current directors, supervisors, senior managers and securities affairs representatives of the company within 2 trading days after leaving office;
(VII) other time required by SZSE.
The above declaration data shall be 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 10 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. If the trading bank may violate laws and regulations, relevant provisions of the Shenzhen Stock Exchange and the articles of association, the Secretary of the board of directors shall timely notify relevant directors, supervisors Senior management.
Article 11 the directors, supervisors and senior managers of the company shall report to the Shenzhen stock exchange through the board of directors within 2 trading days of buying and selling the company’s shares and their derivatives, and make an announcement on the website designated by the 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 the Shenzhen Stock Exchange.
If the directors, supervisors, senior managers and the board of directors refuse to declare or disclose, the Shenzhen Stock Exchange shall publicly disclose the above information on the designated website.
Article 12 directors, supervisors and senior managers of the company 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 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 the acquisition of listed companies, they shall also perform the obligations of reporting and disclosure in accordance with the provisions of the measures for the administration of the acquisition of listed companies and other relevant laws, regulations, departmental rules and business rules.
Article 14 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 timely disclose and do a good job in follow-up management.
Article 15 Where, due to the public or non-public issuance of shares, the implementation of equity incentive and other circumstances, the company makes additional transfer price, additional performance assessment conditions, set sales restriction 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, 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 16 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 7 of the system, as well as the data and information of the shares held by the company, uniformly handling the online application of personal information for the above personnel, and regularly checking the disclosure of their personnel’s purchase and sale of the company’s shares. Where natural persons, legal persons or other organizations specified in Article 7 of the system buy and sell the shares of the company and their derivatives, the provisions of Article 13 of the system shall apply.
Article 17 the directors, supervisors and other supervisors of the company shall be subject to the supervision system of the company’s legal person, derivatives and other management personnel.
When the Shenzhen Stock Exchange inquires about the purpose and source of funds of the above-mentioned personnel in buying and selling the company’s shares and their derivatives by sending inquiry letters and interview conversations, the relevant personnel shall actively cooperate.
Chapter IV account and share management
Article 18 the directors, supervisors and senior managers of the company shall strengthen the management of their own securities accounts and timely report their own securities accounts, company securities and their changes to the board of directors. It is strictly prohibited to hand over the securities account to others for operation or use.
Article 19 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange, agree that the Shenzhen Stock Exchange shall timely announce the changes in the shares held by relevant personnel, and bear the legal liabilities arising therefrom.
Article 20 the company shall, in accordance with the requirements of Shenzhen Branch of China Clearing Corporation, confirm the information related to the share management of directors, supervisors and senior managers, and feed back the confirmation results in time.
Article 21 after the company’s directors, supervisors and senior managers entrust the company to declare personal information, SZSE will send it to CSDCC Shenzhen branch according to its declaration data, and lock the company’s shares registered in the securities account opened under its ID card number.
Article 22 the directors, supervisors and senior managers of the company shall automatically lock up 75% of the shares with unlimited sales conditions by means of secondary market purchase, convertible bonds into shares, exercise of rights, agreement transfer and so on; 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 directors, supervisors and senior managers less than one year after listing shall be automatically locked at 100%.
Article 23 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 basis of transferable shares in the next year.
Article 24 on the first trading day of each year, the legal limit of transferable shares in the current year shall be calculated at 25% based on 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; At the same time, CSDCC Shenzhen Branch unlocked the tradable shares with unlimited sales conditions within the amount of transferable shares held by this person this year.
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. If the company’s shares held by directors, supervisors and senior managers change due to equity distribution, capital reduction and share reduction, the amount of transferable shares in this year shall be changed accordingly.
Article 25 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 Shenzhen Stock Exchange and China Clearing Shenzhen Branch for lifting the restrictions on sales after the conditions for lifting the restrictions on sales are met.
Article 26 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 27 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.
Chapter V liability for violations
Article 28 If the directors, supervisors, senior managers and securities affairs representatives of the company buy and sell the company’s shares in violation of the provisions of this system and relevant laws and regulations, unless the parties provide sufficient evidence to the company to make the company believe that the trading behavior in violation of the provisions 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) give the person in charge a warning, a notice of criticism, demotion, dismissal, removal by the board of directors, the general meeting of shareholders or the workers’ Congress and other forms of punishment according to the seriousness of the circumstances;
(II) if a director, supervisor, senior manager or securities affairs representative violates the provisions of Article 6 of this system and buys and sells the company’s shares during the period of prohibition of buying and selling the company’s shares, the company will give a punishment according to the first paragraph of this article according to the seriousness of the case. If losses are caused to the company, the corresponding compensation liability shall be investigated according to law;
(III) for directors, supervisors or senior managers who violate the provisions of Article 8 of the system, the board of directors will recover their income rights and interests and disclose relevant matters in a timely manner;
(IV) if it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation; (V) violating relevant national laws and regulations,
