Shenzhen Infogem Technologies Co.Ltd(300085)
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 strengthen the management of the shares held by the directors, supervisors and senior managers of Shenzhen Infogem Technologies Co.Ltd(300085) (hereinafter referred to as 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”) This system is formulated in combination with the actual situation of the company and the relevant laws, regulations and normative documents such as the rules for the administration of shares and changes held by directors, supervisors and senior managers of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the relevant provisions of Shenzhen Infogem Technologies Co.Ltd(300085) articles of Association (hereinafter referred to as the articles of association).
Article 2 this system is applicable to the directors, supervisors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their names; Those engaged in margin trading and securities lending also include the shares of the company recorded in their credit accounts.
Article 3 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, regulations and normative documents on the prohibition of insider trading, market manipulation, short-term trading and other illegal transactions.
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 the directors, supervisors and senior managers of the company shall not buy or sell the company’s shares during the following periods: in case of a fixed term, it shall be calculated from 30 days before the original scheduled announcement date;
(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 shares and their derivatives or the date of entering the decision-making process 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, sell their shares of the company within six months after buying, or buy them again within six months after selling, and the resulting income shall belong to the company. The board of directors of the company shall recover their income and disclose the following contents in time:
(I) illegal trading of shares by 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.
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 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 7 where shareholders holding more than 5% of the company’s shares buy and sell the company’s shares, the provisions of Article 6 of this system shall apply.
Article 8 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 according to the principle of substance over form, who have special relations with the company or its directors, supervisors and senior managers and may be informed of insider information.
Chapter III information declaration, disclosure and supervision
Article 9 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 Shenzhen Stock Exchange within the following time: (I) directors of the newly listed company Supervisors and senior managers when the company applies 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 information of the current directors and senior managers has changed within two days after the transaction is reported;
(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.
The above shares held by the company shall be deemed to be reported to the relevant management personnel of Shenzhen Stock Exchange in accordance with the provisions.
Article 10 the company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the information they report to Shenzhen Stock Exchange, agree with Shenzhen Stock Exchange to timely announce the changes in the shares held by relevant personnel, and bear the legal liabilities arising therefrom.
Article 11 Where, due to the issuance of shares, the implementation of equity incentive 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 the Shenzhen Branch of China Securities Depository and Clearing Corporation will register the shares held by relevant personnel as shares with limited sale conditions.
Article 12 Where 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 in accordance with the provisions of the articles of association, it shall disclose and do a good job in follow-up management.
Article 13 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 shares of the company. 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 the stock exchange and the articles of association, the Secretary of the board of directors shall timely notify relevant directors Supervisors and senior managers, and prompt relevant risks.
Article 14 within two 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 by Shenzhen Stock Exchange.
Article 15 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 IV account and share management
Article 16 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, Shenzhen Stock Exchange will send their declaration data to CSDCC Shenzhen Branch to lock the shares of the company registered in the securities account opened under their ID card number.
Article 17 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 through secondary market purchase, convertible bonds to shares, exercise and agreement transfer 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 18 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 19 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, 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 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 20 during the term of office, the shares transferred by the directors, supervisors and senior managers of the company through centralized bidding, block trading and agreement transfer shall not exceed 25% of the total shares of the company they hold; Except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.
Article 21 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.
Article 22 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 23 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.
If the direct holding of shares of the company by directors, supervisors and senior managers changes due to the distribution of rights and interests of the company, the above provisions shall still be observed.
Chapter V supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with the relevant provisions of relevant national laws, administrative regulations and normative documents.
Article 25 the board of directors is responsible for formulating, revising and interpreting this system.
Article 26 this system shall come into force on the date of deliberation and approval by the board of directors of the company.
