Beijing Quanshi World Online Network Information Co.Ltd(002995) the company's shares held by directors, supervisors and senior managers and their change management system
April, 2002
catalogue
Chapter I General Provisions Chapter II prohibited acts of stock trading Chapter III information declaration, disclosure and supervision Chapter IV account and share management Chapter V accountability 8 Chapter VI Supplementary Provisions eight
Chapter I General Provisions
Article 1 in order to strengthen the management of the company's directors, supervisors and senior managers' holding and trading of the company's shares, 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 China Securities Regulatory Commission (hereinafter referred to as the "CSRC") issued the "rules for the administration of the shares of the company held by the directors, supervisors and senior managers of listed companies and their changes", "guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board" and "guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 - management of share changes" The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for the implementation of share reduction"), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules") and other laws, administrative regulations and rules, as well as the relevant provisions of Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association") in combination with the actual situation of the company, This system is hereby formulated.
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 conduct 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. The directors, supervisors, senior managers and securities affairs representatives of the company entrust others to buy and sell stocks on their behalf, which shall be regarded as their own behavior, and shall also abide by the system and fulfill relevant inquiry and reporting obligations. The company's directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Chapter II prohibited acts of stock trading
Article 4 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 5 directors and supervisors and their derivatives shall not buy or sell the following stocks in the company:
(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 calculated from 30 days before the original scheduled announcement date to the day before the 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 securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Article 6 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law and sell their shares of the company within six months after purchase, or buy them again within six months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds.
The shares of the company held by the directors, supervisors and senior managers mentioned in the preceding paragraph include the shares held by their spouses, parents and children and by using the accounts of others.
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.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. Article 7 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 and its 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) 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, which have special relations with the company or its directors, supervisors and senior managers and may obtain insider 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 14 of these systems shall apply.
Chapter III information declaration, disclosure and supervision
Article 8 directors Supervisors and senior managers shall entrust the company to report the identity information of their individuals and their relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "Shenzhen Branch of China Clearing") 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 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 Shenzhen Stock Exchange.
The above declaration information is 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 9 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to Shenzhen Stock Exchange and China Clearing 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 10 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 or exercise, 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 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 timely report to Shenzhen Stock Exchange. CSDCC Shenzhen Branch locks its shares in accordance with the locking proportion determined by Shenzhen Stock Exchange.
Article 12 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.
Article 13 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 there may be improper trading behavior, the Secretary of the board of directors shall timely notify the directors, supervisors and senior managers who intend to buy and sell in writing, And prompt relevant risks. Article 14 the directors, supervisors and senior managers of the company shall report to the Shenzhen stock exchange through the board of directors of the company within two trading days of trading the company's shares and their derivatives, and make an announcement on the website of 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 Shenzhen Stock Exchange.
Article 15 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 measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Article 16 directors, supervisors and senior managers of listed companies 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 IV account and share management
Article 17 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.
If the company has been listed for more than one year, the shares with unlimited sales conditions of the company newly added in the securities account of directors, supervisors and senior managers through secondary market purchase, convertible bonds to shares, exercise and agreement transfer within the year shall be automatically locked at 75%; 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 18 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 19 the shares of the company that can be transferred but not transferred by the directors, supervisors and senior managers of a listed 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 20 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.
If the shares of the company held by directors, supervisors and senior managers change due to the equity distribution of the company, the amount of transferable shares in the current year shall be changed accordingly.
Article 21 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 directors, supervisors and senior managers do not exceed 1000 shares and are not within the lock-in period, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph.
Article 22 the directors, supervisors and senior managers of the company who reduce their shares through centralized bidding trading of Shenzhen Stock Exchange shall report to Shenzhen Stock Exchange 15 trading days before the first sale and disclose the reduction plan in advance, which shall be filed and announced by Shenzhen Stock Exchange.
Article 23 information on the proposed reduction of shares, including but not limited to the number of directors, the reason for the reduction of shares and the time of the proposed reduction of shares by supervisors. The reduction time interval of each disclosure shall not exceed six months. Within the time range of reduction, directors, supervisors and senior managers shall disclose the progress of reduction when the number of reduction is more than half or the time of reduction is more than half.
Article 24 after the implementation of the reduction plan, the directors, supervisors and senior managers shall make an announcement within two trading days; If the reduction is not implemented or the reduction plan is not completed within the pre disclosed reduction time interval, it shall be announced within two trading days after the expiration of the reduction time interval.
Article 25 for directors, supervisors and senior managers suspected of illegal trading, CSDCC Shenzhen branch may lock the shares of the company registered in its name in accordance with the requirements of CSRC and Shenzhen Stock Exchange.
Article 26 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 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.
Article 28 after the directors, supervisors and senior managers of the company leave their posts and entrust the company to declare their personal information, CSDCC Shenzhen Branch will return them within six months from the date of their declaration
