Directors, supervisors and senior management
Shares held by the company and its change management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the shares and changes of the company held by Xiamen Intretech Inc(002925) (hereinafter referred to as “the company”), 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”) Rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, rules for the listing of shares of Shenzhen Stock Exchange, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other laws and regulations Normative documents and relevant provisions of the Xiamen Intretech Inc(002925) articles of Association (hereinafter referred to as the “articles of association”) are formulated in combination with the actual situation of the company.
Article 2 before buying and selling the company’s shares and their derivatives, the directors, supervisors and senior managers of the company shall know and abide by the provisions of the company law, the securities law and other laws and regulations on insider trading, market manipulation and other prohibited acts, and shall not engage in illegal transactions.
Article 3 the directors, supervisors and senior managers of the company shall strictly abide by their professional ethics and relevant laws, regulations, normative documents and the system, strictly undertake the obligation of confidentiality for the operation, finance and other information of the company that has not been publicly disclosed, and shall not use the company’s insider information to speculate or participate in the speculation of the company’s shares to seek illegitimate interests.
Article 4 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 company’s directors, supervisors and senior managers engaged in margin trading also include the company’s shares recorded in their credit accounts.
Article 5 the system is applicable to all directors (including independent directors), supervisors, senior managers of the company and natural persons, legal persons or other organizations specified in Article 25 of the system.
Article 6 the directors, supervisors and senior managers of the company may sell their shares through the securities trading of the stock exchange, or reduce their shares through agreement transfer and other ways permitted by laws and regulations. Any reduction of shares due to judicial enforcement, execution of equity pledge agreement, gift, exchangeable debt for shares, stock equity swap, etc. shall be handled in accordance with this system.
Chapter II Management of changes in shares of the company held by directors, supervisors and senior managers
Article 7 when the company applies for initial share registration, the directors, supervisors and senior managers of the company shall entrust the company to report their personal identity information (including name, position, ID card number, etc.) to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, And apply to manage all the shares of the company registered in his name in accordance with relevant regulations.
Article 8 where directors, supervisors and senior managers have multiple securities accounts, they shall be consolidated into one account in accordance with the provisions of China Securities Depository and Clearing Co., Ltd; Before merging accounts, the securities registration authority shall lock and unlock each account according to regulations.
Article 9 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, CSRC and stock exchanges.
Article 10 Where a listed company is under any of the following circumstances, its directors, supervisors and senior managers shall not reduce its shares from the date of making the relevant decision to the date of termination or resumption of listing of the company’s shares:
(I) the listed company is subject to administrative punishment by the CSRC due to fraudulent issuance or illegal material information disclosure; (II) the listed company is transferred to the public security organ for the crime of fraudulent issuance or the crime of illegal disclosure or 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 11 under any of the following circumstances, the directors, supervisors and senior managers of a listed company shall not reduce their shares:
(I) directors, supervisors and senior managers are suspected of securities and Futures Crimes, during the period when they are filed for investigation by the CSRC or by judicial organs, and less than six months after the administrative punishment decision and criminal judgment are made;
(II) directors, supervisors and senior managers have been publicly condemned by the stock exchange for violating the business rules of the stock exchange for less than three months;
(III) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange.
Article 12 the trading of shares by shareholders holding more than 5% of the company’s shares, and the reduction of shareholders’ holdings of shares before the company’s initial public offering and non-public shares of the company shall be implemented with reference to this system.
Article 13 Where the directors, supervisors and senior managers of the company plan to reduce their shares through centralized bidding trading at the stock exchange, they shall report to the Shenzhen Stock Exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the Shenzhen Stock Exchange.
The reduction time interval disclosed each time shall not exceed six months. Within the pre disclosed reduction time range, directors, supervisors and senior managers shall disclose the progress of reduction when the planned reduction amount is more than half or the reduction time is more than half.
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; Within the pre disclosed reduction time interval, if the reduction is not implemented or the reduction plan is not completed, it shall report to the Shenzhen Stock Exchange within two trading days after the expiration of the reduction time interval and make an announcement. Article 14 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 held by them, except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property, etc.
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 15 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.
Where directors, supervisors and senior managers of a listed company transfer their shares of the company within the above number of transferable shares, they shall also abide by the provisions of Articles 9 to 14 of these rules.
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 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 shall be included in the calculation base of transferable shares in the next year.
If the shares of the company held by directors, supervisors and senior managers increase due to the equity distribution of the listed company, the transferable quantity of the current year can be increased in the same proportion.
Article 17 Where the company publicly or privately issues shares, carries out split share structure reform, implements equity incentive plan, etc., and imposes additional transfer price, performance assessment conditions, restricted sales period and other restrictive conditions on 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 securities registration authority to register the shares held by relevant personnel as shares with limited sales conditions.
If the shares held by the directors, supervisors and senior managers of the company are registered as shares with limited sales conditions, the directors, supervisors and senior managers may entrust the listed company to apply to the Shenzhen Stock Exchange and the securities registration authority for lifting the sales restrictions after the conditions for lifting the sales restrictions are met.
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 base of transferable shares in the next year.
Article 19 If the directors, supervisors and senior managers of the company, shareholders holding more than 5% of the company’s shares, in violation of the relevant provisions of the securities law, sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 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 shares by relevant personnel;
(II) remedial measures taken by the company;
(III) calculation method of income and specific conditions of income recovery by the board of directors;
(IV) other matters required to be disclosed by Shenzhen Stock Exchange.
The term “shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other equity securities held by their spouses, parents and children and held in other people’s accounts.
Article 20 if the articles of association stipulates that directors, supervisors and senior managers 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 the system, they shall comply with the provisions of the articles of association.
Article 21 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 22 when the directors, supervisors and senior managers of the company resign, they shall timely entrust the listed company in writing to report the resignation information to the Shenzhen Stock Exchange.
Article 23 If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he 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 his 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.
Chapter III spouse and close relatives
Article 24 the company’s directors, supervisors, senior managers and the spouses of the above-mentioned personnel shall not buy or sell the company’s shares during the following periods:
(I) if the announcement date of the listed company’s annual report or semi annual report is delayed due to special reasons within 30 days before the announcement, it shall be from 30 days before the original announcement date to the final announcement date;
(II) within 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(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 decision-making process to the date of disclosure according to law;
(IV) other periods specified by the stock exchange.
Article 25 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 company’s shares and their 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 the CSRC, the stock exchange or the company according to the principle of substance over form, which have special relations with the company or its directors, supervisors, senior managers and securities affairs representatives and may know the inside information.
Chapter IV information disclosure
Article 26 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 company shall make an announcement on the website of the 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 the 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 the stock exchange.
Twenty-seventh directors, supervisors and senior managers of the company shall, at the following time points or within the period, entrust the company to declare information on their personal and their relatives (including spouse, parents, children, siblings, etc.) through the stock exchange website (including but not limited to name, job, ID number, securities account, departure time, etc.):
(I) when the directors, supervisors and senior managers of the newly listed company apply for initial stock registration;
(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 be within 2 trading days after leaving office;
(V) other times required by the stock exchange.
The above declaration data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and securities registration authority to manage their shares of the company in accordance with relevant regulations.
Article 28 the directors, supervisors and senior managers of the company shall ensure the authenticity, accuracy, timeliness and completeness of the data reported, agree that the 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 29 the company shall, in accordance with the requirements of the securities registration authority, confirm the information related to the shares of directors, supervisors, senior managers, securities affairs representatives and their relatives, and feed back the confirmation results in time. In case of any legal dispute caused by error confirmation or untimely feedback and correction information
