Sansheng Intellectual Education Technology Co.Ltd(300282)
Management system for shares held by directors, supervisors and senior managers and their changes chapter I General Provisions
Article 1 in order to strengthen the management of the shares held by the directors, supervisors and senior managers of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company” or “the company”) and their changes, and maintain the order of the securities market, 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”) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “GEM Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes This system is formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes and other relevant laws and regulations, normative documents and the provisions of Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the management of the company’s shares and their changes held by the company’s directors, supervisors and senior managers and natural persons, legal persons or other organizations specified in Article 9 of this system.
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. In addition to complying with relevant regulations and reporting to Shenzhen Stock Exchange, the above-mentioned personnel engaged in margin trading shall also include the shares of the company recorded in their credit account when counting the shares of the company they hold.
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 if the directors, supervisors and senior executives leave before the expiration of their term of office, they shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six months after 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 held by the company;
(II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
Article 6 the directors, supervisors and senior managers of the company shall not buy or sell the shares of the company during the following periods:
（1） 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic 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;
（2） Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
（3） 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 from the date of entering the decision-making process to the date of disclosure according to law;
（4） Other periods prescribed by the CSRC or the 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 and senior managers of the company shall abide by the relevant provisions of the securities law. If they sell their shares of the company within six months after buying, or buy them again within six months after selling, the resulting income shall belong to the company. The board of directors of the company shall recover their income and disclose the following information in a timely manner:
(I) illegal trading of shares 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 Shenzhen Stock Exchange.
The above “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.
Article 8 where shareholders holding more than 5% of the company’s shares buy and sell shares, the provisions of Article 6 of this system shall apply.
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 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 shares of the company and their derivatives, the provisions of Article 15 of this system shall apply.
Chapter III information declaration, disclosure and supervision
Article 10 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 11 Where, due to the public or non-public issuance of shares, the implementation of equity incentives and other circumstances, the company makes additional transfer price, additional performance assessment conditions, set restricted sales 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 or exercise of rights, 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 12 the directors, supervisors and senior managers of the company shall entrust the company to report their personal information (including but not limited to name, position, ID number, securities account, time of leaving office, etc.) to Shenzhen Stock Exchange at the following time points or periods:
(I) when the directors, supervisors and senior managers of the newly listed company apply for stock listing; (II) within two trading days after the appointment of the new directors and supervisors is approved by the general meeting of shareholders (or the employee congress), and the new senior managers are approved by the board of directors;
(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 be within two trading days after leaving office;
(VI) other time required by Shenzhen Stock Exchange.
Article 13 the company and its directors, supervisors and senior managers shall ensure that the data they report to Shenzhen Stock Exchange and CSDCC Shenzhen Branch are timely, true, accurate and complete, 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 14 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 15 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 16 any change in the shares of the company held by the directors, supervisors and senior managers of the company shall be reported to the company within two trading days from the date of the occurrence of the fact, and the board of directors of the company shall report to the Shenzhen Stock Exchange 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 Shenzhen Stock Exchange.
If the company’s directors, supervisors, senior managers and the board of directors refuse to declare or disclose, Shenzhen Stock Exchange may publicly disclose the above information on its designated website.
Article 17 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 18 the board of directors, supervisors and senior managers shall announce the reduction of shares within 2 trading days after the implementation of the share reduction plan. If the above-mentioned entities fail to implement the share reduction or the share reduction plan within the pre disclosed share reduction time interval, they shall make an announcement within 2 trading days after the expiration of the share reduction time interval.
Article 19 Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the company’s directors, supervisors and senior managers and natural persons, legal persons or other organizations specified in Article 9 of the system. Shenzhen Stock Exchange may inquire about the purpose and source of funds of the above-mentioned persons for trading the company’s shares and their derivatives by sending inquiry letters, interview conversations, etc.
Chapter IV account and share management
Article 20 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 the declaration data.
Article 21 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of CSDCC Shenzhen Branch. Before account consolidation, CSDCC Shenzhen Branch shall lock and unlock each account respectively.
Article 22 one year after the listing of the company, 75% of the shares of the company with unlimited sales conditions newly added in the securities account of directors, supervisors and senior managers during the year by means of secondary market purchase, convertible bonds into shares, exercise of rights, agreement transfer, etc. 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 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 base of transferable shares in the next year.
Article 24 on the first trading day of each year, CSDCC Shenzhen branch takes the number of shares of the company 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% (the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc. is not limited by the 25% limit); 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 company’s shares held by directors, supervisors and senior managers change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares will be changed accordingly this year.
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 China Securities Regulatory Commission 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 shall lock all the shares of the company they hold and add within six months from the date of their declaration.
Article 29 on the first trading day after six months from the date of reporting the resignation information of the outgoing personnel, Shenzhen Stock Exchange and China Clearing Shenzhen Branch shall calculate the amount that the outgoing personnel can be listed and sold through Shenzhen Stock Exchange within 12 months after reporting the resignation information according to the proportion of 50% based on all the locked shares of the relevant outgoing personnel, At the same time, the tradable shares held by the person within the above quota 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 the balance of the company’s shares held in the account is less than 1000 shares, the amount that can be unlocked is the number of shares held in the company.
If the shares held by the directors, supervisors and senior managers are registered as shares with limited sales conditions, within 12 months after reporting to leave office, if 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. When the after-sales restriction is lifted, the remaining amount of the outgoing personnel will be unlocked and their
