Rules for the management of shares held by directors, supervisors and senior managers and their changes
April 2022
Article 1 in order to regulate the behavior of the directors, supervisors and senior managers of Hitevision Co.Ltd(002955) (hereinafter referred to as the "company") in buying and selling the company's shares and changing their shareholding, according to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules") Guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as "standardized operation"), rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes, several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies These rules are hereby formulated in accordance with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 10 - management of share changes, and the Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the directors, supervisors and senior managers of the company shall abide by these rules. The company shares held by them refer to all the company shares registered in their names; Those engaged in margin trading also include the shares of the company recorded in their credit accounts.
Chapter II prohibited acts of stock trading
Article 3 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 1 year from the date of listing and trading of the company's shares; u2028
(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) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, and less than 6 months have passed since the CSRC filed the case for investigation or the judicial organ filed the case for investigation, as well as after the administrative punishment decision and criminal judgment were made;
(V) directors, supervisors and senior managers have been publicly condemned by the stock exchange for violating the rules of the stock exchange for less than 3 months;
(VI) other circumstances stipulated by laws, regulations, CSRC and Shenzhen Stock Exchange.
Article 4 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.
If the shares held by the directors, supervisors and senior managers of the company do not exceed 1000 shares, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph.
Article 5 the number of transferable shares of the company shall be calculated based on the shares issued by the company held by the directors, supervisors and senior managers at the end of the previous year.
If the directors, supervisors and senior managers of the company transfer their shares within the above number of transferable shares, they shall also abide by the provisions of Article 3 of these rules.
Article 6 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of shares by directors, supervisors and senior managers in the secondary market, convertible bonds for shares, exercise of rights, agreement transfer and other new shares within the 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 are included in the calculation base of transferable shares in the next year.
During the period of less than one year after the listing of the company, the newly added shares of the company in its securities account shall be automatically locked at 100%.
If the shares of the company held by directors, supervisors and senior managers increase due to the distribution of rights and interests of the company, the transferable quantity of the current year can be increased in the same proportion.
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 base of transferable shares in the next year.
Article 7 the directors, supervisors and senior managers of the company, in violation of Article 44 of the securities law, sell the company's shares they hold within six months after buying them, or buy them again within six months after selling them, and the proceeds therefrom shall belong to the company. The board of directors of the company shall recover the proceeds and disclose the relevant information in time.
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.
Article 8 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 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 specified by the CSRC or Shenzhen Stock Exchange.
Article 9 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 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, senior managers and securities affairs representatives and may obtain insider information.
Article 6 upon the expiration of the term of office of directors and senior supervisors, they shall abide by the following provisions within 6 months before the expiration of their term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares of the company it holds;
(II) the company's shares held by him shall not be transferred within half a year after his resignation;
(III) provisions of the laws and regulations of the Shenzhen Stock Exchange on the directors, the supervisors and the senior management personnel of the stock exchange.
Article 11 where shareholders holding more than 5% of the company's shares buy and sell the company's shares, the provisions of Article 7 of these Rules shall apply.
If a securities company holds more than 5% of the company's shares due to the purchase of after-sales surplus shares by underwriting, the sale of the shares is not subject to the six-month time limit specified in paragraph 1 of Article 7 of these rules.
Article 12 the directors, supervisors and senior managers of the company shall not engage in margin trading with the company's shares as the underlying securities.
Chapter III information declaration, disclosure and supervision
Article 13 the directors, supervisors and senior managers of the company shall ensure that the data they declare are timely, true, accurate and complete.
Article 14 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 15 before buying and selling the shares of the company, the directors, supervisors, senior managers and the spouses of the above-mentioned persons 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 matters. If the trading behavior may violate the company law, the securities law, the measures for the administration of the acquisition of listed companies, the rules for the listing of shares The Secretary of the board of directors shall timely notify the relevant directors, supervisors and senior managers in writing of the provisions of standardized operation, other relevant provisions of Shenzhen Stock Exchange and the articles of association.
Article 16 within 2 trading days of the change of the company's shares held by the company's directors, supervisors and senior managers, the Shenzhen Stock Exchange shall publish the following contents on its website:
(I) number of shares held before this change;
(II) date, quantity and price of this share change;
(III) number of shares held after this change;
(IV) other matters required by Shenzhen Stock Exchange.
Article 17 If the directors, supervisors and senior managers of the company plan to reduce their shares through centralized bidding trading in Shenzhen Stock Exchange, they shall report to Shenzhen Stock Exchange 15 trading days before the first sale and disclose the reduction plan in advance, which shall be filed in Shenzhen Stock Exchange.
The contents of the reduction plan of directors, supervisors and senior managers shall include but not limited to: the number, source, reduction time interval, method, price interval, reduction reason and other information of the shares to be reduced. The time interval for reduction shall comply with the provisions of Shenzhen Stock Exchange.
Within the pre disclosed reduction period, directors, supervisors and senior managers shall disclose the progress of reduction in accordance with the provisions of 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; If the reduction is not implemented or the reduction plan is not completed within the pre disclosed reduction time interval, it shall report to the Shenzhen Stock Exchange and make an announcement within two trading days after the expiration of the reduction time interval.
For the reduction of shareholders holding more than 5%, refer to the provisions of this article.
Article 18 within the time period 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.
If the company discloses major issues such as high-tech transfer or planning merger, acquisition and reorganization within the time period of reduction specified in the preceding paragraph, the directors, supervisors and senior managers shall simultaneously disclose the progress of reduction and explain the relevance between this reduction and the above-mentioned major issues.
Chapter IV account and share management
Article 19 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. The company will register and record the basic information of the securities accounts of the current directors, supervisors and senior managers of the company and update them in time according to the changes of information.
Article 20 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 the stock exchange at the following time points or periods (including name, position, ID card number, securities account, departure time, etc.):
(I) the directors, supervisors and senior managers when the company is listed apply for initial registration of shares; (II) within 2 trading days after the appointment of new directors and supervisors is approved by the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved by the board of directors;
(III) the information of the current directors and senior managers has changed within 2 days after the transaction is reported;
(IV) the current directors, supervisors and senior managers shall be within 2 trading days after leaving office;
(V) other time required by Shenzhen Stock Exchange.
Chapter V responsibility and punishment
Article 21 if the directors, supervisors and senior managers of the company violate the provisions of these rules, 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 these rules and buys or sells the company's shares during the period when it is prohibited to buy or sell 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) for directors, supervisors or senior managers and shareholders holding more than 5% of the company's shares who, in violation of Article 7 of these rules, sell the company's shares or other equity securities within six months after buying them, or buy them again within six months after selling them, after the company knows these matters, the board of directors shall recover their income and disclose the following contents in a timely manner in accordance with Article 44 of the Securities Law:
1. Illegal trading of shares by relevant personnel;
2. Treatment 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 the 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.
(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 22 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 these rules; 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 23 matters not covered in these Rules shall be implemented in accordance with the company law, securities law, stock listing rules, standardized operation and other relevant laws, administrative regulations, departmental rules and normative documents; For example, the laws and regulations promulgated by the state in the future, the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, or modified through legal procedures
