Kaiyuan Education Technology Group Co.Ltd(300338)
Measures for the administration of shareholding and shareholding changes of directors, supervisors and senior managers
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of the company 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), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), and the rules for the management of the shares held by the directors, supervisors and senior managers of listed companies and their changes Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as GEM Listing Rules), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (hereinafter referred to as gem normative guidelines), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 10 share change management (hereinafter referred to as No. 10 guidelines), and other laws and regulations These measures are formulated in accordance with the normative documents and the relevant provisions of the articles of association and in combination with the actual situation of the company. These measures are applicable to the management of the company’s shares and their changes held by the company’s directors, supervisors, senior managers, natural persons, legal persons or other organizations and their concerted actors specified in Article 29 of these measures.
Article 2 before buying and selling the company’s shares and their derivatives, the directors, supervisors, senior managers and securities affairs representatives of the company shall be aware of the laws and regulations, as well as the provisions on insider trading, market manipulation, short-term trading and other prohibited acts in the GEM Listing Rules, the gem normative guidelines and other relevant provisions of the Shenzhen Stock Exchange, and shall not conduct illegal transactions. The directors, supervisors, senior managers and securities affairs representatives of the company shall not conduct margin trading with the company’s shares as the underlying securities.
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; Those engaged in margin trading also include the shares of the company recorded in their credit accounts.
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 relatives (including spouses, parents, children, brothers and sisters, etc.) to Shenzhen Stock Exchange within the following time (including name, position, ID card number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing;
(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 current directors, supervisors and senior managers within 2 trading days after the change of their declared personal information;
(IV) the current directors, supervisors and senior managers shall leave office within 2 trading days;
(V) other time required by Shenzhen Stock Exchange.
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 5 the directors and supervisors of the Shenzhen Stock Exchange shall report the changes of the company’s shares and senior management personnel in a timely manner, and ensure that the changes of the company’s shares and senior management personnel shall be true and accurate to the Shenzhen Stock Exchange.
Article 6 the company shall, in accordance with the requirements of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as 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. In case of any legal dispute caused by error confirmation or untimely feedback and correction information, the company shall solve it by itself and bear relevant legal liabilities.
Article 7 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 less than one year, the newly added shares of the company in the securities accounts of directors, supervisors and senior managers shall be automatically locked at 100%; 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.
Article 8 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 9 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 10 within 2 trading days from the date of change in the company’s shares held by the company’s directors, supervisors and senior managers, 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 to be disclosed by Shenzhen Stock Exchange.
Article 11 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 12 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 disclose the following contents in a timely manner: (I) illegal trading of relevant personnel;
(II) treatment 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 Shenzhen Stock Exchange.
If a shareholder holding more than 5% of the company’s shares violates the relevant provisions of the Securities Law on short-term trading, the board of directors of the company shall perform its obligations in accordance with the provisions of the above paragraph.
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.
Article 13 Where the company’s directors, supervisors and senior managers engage in margin trading, they shall abide by relevant regulations and report to Shenzhen Stock Exchange.
Chapter III share change management
Article 14 the directors, supervisors and senior managers of the company shall notify the Secretary of the board of directors in writing of their trading plans before trading the company’s shares and their derivatives. The Secretary of the board of directors shall check the progress of the company’s information disclosure and major events. If the trading behavior may violate laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association, The Secretary of the board of directors shall timely notify relevant directors, supervisors and senior managers in writing.
Article 15 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 16 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of new shares by directors, supervisors and senior managers in the secondary market, convertible bonds into 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 can be included in the calculation base of transferable shares in the next year. If the company’s equity distribution or capital reduction and share reduction result in changes in the company held by directors, supervisors and senior managers, the transferable amount of the current year can be increased or reduced in the same proportion.
Article 17 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 18 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 restriction is lifted, the shares within the remaining amount of transferable shares under the names of directors, supervisors and senior managers are unlocked, and the remaining shares are automatically locked.
Article 19 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 20 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 21 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company 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 delayed due to special reasons, it shall be calculated from 30 days before the original scheduled 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 significant impact on the trading price 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 China Securities Regulatory Commission (hereinafter referred to as the CSRC) and the Shenzhen Stock Exchange.
Article 22 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;
(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, the CSRC and the stock exchange.
Article 23 If the articles of association stipulates that the directors, supervisors and senior managers shall transfer their shares of the company for a longer period of prohibition of transfer, a lower proportion of transferable shares or other restrictions on transfer than these measures, they shall abide by the provisions of the articles of association.
Article 24 under any of the following circumstances, directors, supervisors and senior managers shall not reduce their shares:
If the case is investigated and punished by the Securities Regulatory Commission or the senior supervisor of the Securities Regulatory Commission, or the case has not been placed on file for criminal investigation or punishment within 6 months after being placed on file by the Securities Regulatory Commission;
(II) 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;
(III) other circumstances stipulated in laws, regulations and normative documents, business rules of Shenzhen Stock Exchange and these measures.
Article 25 under any of the following circumstances, the directors, supervisors and senior managers shall not reduce their holdings of the company’s shares from the date of making the relevant decision until the listing of the company’s shares is terminated or resumed:
(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 specified in the preceding paragraph shall abide by the provisions of the preceding paragraph. Article 26 Where a director, supervisor or senior manager reduces his shares held before the company’s initial public offering or non-public offering of the company by means of centralized bidding trading, the total number of shares reduced shall not exceed 1% of the total number of shares of the company within any continuous 90 natural days.
In addition to complying with the provisions of the preceding paragraph, if directors, supervisors or senior managers reduce their holdings of non-public offering shares of the company through centralized bidding trading, the amount of reduction shall not exceed 50% of the non-public offering shares held by them within 12 months after the expiration of the restricted transfer period of shares.
Article 27 Where a director, supervisor or senior manager reduces his shares held before the company’s initial public offering or non-public offering of the company by block trading, the total number of shares reduced shall not exceed 2% of the total number of shares of the company within any continuous 90 natural days.
The transferee of the transaction mentioned in the preceding paragraph shall not transfer its transferred shares within 6 months after the transfer.
Article 28 Where a director, supervisor or senior manager reduces his shares held before the company’s initial public offering or non-public offering shares of the company by means of agreement transfer, the transfer proportion of a single transferee shall not be less than 5% of the total shares of the company, and the transfer price shall be subject to the provisions of block trading, laws, administrative regulations, departmental rules Unless otherwise specified in the normative documents and the business rules of Shenzhen Stock Exchange. The reduction of shares held by directors, supervisors or senior managers before the initial public offering of the company or the non-public offering of the company shall be transferred by agreement, and the transferor and transferee shall continue to abide by the reduction proportion in paragraph 1 of Article 26 of these measures within six months.
Article 29 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) the company
