Directors, supervisors and senior managers
Shares held by the company and its change management system
Chapter I General Provisions
Article 1 in order to strengthen Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company” or “the company”) the management of the shares of the company held by directors, supervisors and senior managers 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes This system is formulated in combination with the objective actual situation of the company, including the relevant provisions of relevant laws, regulations, rules, normative documents, such as the provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – management of share changes and the relevant provisions of the Sirio Pharma Co.Ltd(300791) articles of association.
Article 2 this system is applicable to the management of the company’s directors, supervisors, senior managers, natural persons, legal persons or other organizations as specified in Article 25 of this system and their persons acting in concert to hold and buy and sell shares of the company.
Article 3 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, administrative regulations, departmental rules and normative documents on prohibited acts such as insider trading, market manipulation and short-term trading, and shall not conduct illegal transactions. If the directors, supervisors and senior managers of the company make commitments on the shareholding ratio, shareholding period, reduction method and reduction price, they shall strictly fulfill the commitments made.
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. Directors, supervisors and senior managers engaged in margin trading also include the shares of the company recorded in their credit accounts.
Article 5 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall not engage in margin trading with the company’s shares as the underlying securities.
Chapter II holding and reporting requirements
Article 6 the company and its directors, supervisors and senior managers shall ensure that the data reported to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “China Shenzhen registration”) are true, accurate, timely and complete, and agree that Shenzhen Stock Exchange shall timely announce the trading of shares of the company by relevant personnel, And bear the legal liability arising therefrom.
Article 7 the directors, supervisors and senior managers of the company shall entrust the company to register and declare the identity information of their individuals and their relatives (including spouses, parents, children, brothers and sisters, etc.) (including name, position, ID card number, securities account, time of leaving office, etc.): (I) directors, supervisors When senior managers apply for stock listing of the company;
(II) within 2 trading days after the new directors and supervisors of the company are approved by the general meeting of shareholders (or employee congress);
(III) within 2 trading days after the board of Directors approves the appointment of the new senior management of the company; (IV) the current directors, supervisors and senior managers of the company within 2 trading days after the change of their declared personal information;
(V) the current directors, supervisors and senior managers of the company within 2 trading days after leaving office;
(VI) other time required by Shenzhen Stock Exchange.
The above application data shall be regarded as the application submitted by relevant personnel to Shenzhen Stock Exchange and China Shenzhen registration to manage their shares of the company in accordance with relevant regulations.
The company and its directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the information they report to the exchange, agree that the Shenzhen Stock Exchange shall timely announce the changes in the shares of the company held by relevant personnel, and bear the legal liabilities arising therefrom.
Article 8 if, 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, set sales restriction period and other restrictive conditions for the transfer of shares held by directors, supervisors and senior managers, when going through the procedures of share change registration, Apply to Shenzhen Stock Exchange and China Shenzhen registration to register the shares held by relevant personnel as shares with limited sales conditions.
Chapter III Management of shareholding changes
Article 9 before the directors, supervisors and senior managers of the company and the natural persons, legal persons or other organizations specified in Article 25 of the system buy and sell the shares of the company, the directors, supervisors and senior managers shall notify the Secretary of the board of directors in writing of their trading plan, and the Secretary of the board of directors shall check the progress of the company’s information disclosure and major events, If the transaction may violate the company law, the securities law, the measures for the administration of the acquisition of listed companies, the rules of the Shenzhen Stock Exchange and the articles of association, the Secretary of the board of directors shall timely notify the relevant directors, supervisors and senior managers in writing.
Article 10 on the first trading day of each year, China Shenzhen registration takes the company’s shares registered in the name of the company’s directors, supervisors and senior managers on the last trading day of the previous year as the base, and calculates the legal amount of transferable shares of the current year at 25%; At the same time, China Shenzhen registration unlocked the tradable shares held by this person within the limit of transferable shares of this year with unlimited sales conditions.
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 by an account is less than 1000 shares, the unlocking limit is the number of shares of the company held by it.
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 will be changed accordingly this year.
Article 11 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 Shenzhen registration for lifting the restrictions.
Article 12 during the period of stock lock-in, the relevant rights and interests of the company’s shares held by directors, supervisors and senior managers according to law, such as usufruct, voting right and preemptive placement right, shall not be affected.
Article 13 after the directors, supervisors and senior managers of the company entrust the company to declare their personal information, the Shenzhen Stock Exchange shall send their declaration data to China Shenzhen registration and lock the shares of the company registered in the securities account opened under their ID card number.
If the company has been listed for one year, 75% of the company’s shares with unlimited sales conditions added during the year due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of convertible bonds into shares, exercise of rights, agreement transfer in the securities account of the company’s directors, supervisors and senior managers through the secondary market, will 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.
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. 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.
If the shares held by the directors, supervisors and senior managers of a listed company do not exceed 1000 shares, they can be transferred in full at one time, which is not subject to the restriction of the transfer proportion in the preceding paragraph.
If the company has been listed for less than one year, the newly added shares of the company in the securities accounts of the directors, supervisors and senior managers of the company shall be automatically locked at 100%.
Article 14 If a director, supervisor or senior manager leaves office 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 6 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 of the company it holds;
(II) within six months from the date of his actual departure from office, he shall not transfer the shares of the company held and newly added by him; (III) Company Law and other relevant laws, regulations and normative documents, business rules of Shenzhen Stock Exchange and other provisions of this system on share transfer of directors, supervisors and senior managers.
Article 15 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 their shares of the company within a certain period of time and are still within the commitment period;
(IV) other circumstances stipulated by laws, regulations, the CSRC and the stock exchange.
Article 16 under any of the following circumstances, directors, supervisors and senior managers shall not reduce their shares: (I) directors, supervisors and senior managers are suspected of securities and futures violations and crimes, and less than 6 months after being filed for investigation by the CSRC or judicial organs, and after the administrative punishment decision and criminal judgment are made;
Less than 3 months after the opening of the meeting;
(III) other circumstances stipulated in laws, regulations and normative documents, business rules of Shenzhen Stock Exchange and these systems.
Article 17 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 to the date of termination or resumption of the listing of the company’s shares:
(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 18 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 date;
(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 company’s stock trading price occur or enter the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the stock exchange.
Article 19 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 20 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 21 the buyer and the seller of block trading shall specify the nature, quantity, type and price of the shares they buy and sell at the time of trading, and abide by the relevant provisions of this system.
Article 22 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 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 transactions, 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. The transferor and transferee shall continue to abide by the provisions on the reduction proportion in paragraph 1 of Article 19 of the system within six months.
Article 23 the directors, supervisors and senior managers of the company shall abide by the provisions of Article 44 of the securities law. If they sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds.
The term “shares or other securities with equity nature held by directors, supervisors and senior managers” as mentioned in this article includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Article 24 If the same entity opens multiple securities accounts (including credit securities accounts), when calculating the reduction ratio stipulated in articles 19 and 20 of this system, the shareholding in multiple securities accounts shall be calculated together, and the amount of reduction can be determined according to the proportion of relevant shares held in each account and custody unit.
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 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, which have special relations with the company or its directors, supervisors and senior managers and may obtain insider information.
Article 26 in accordance with the provisions of the articles of association, the company stipulates a longer period of prohibition on the transfer of shares held by directors, supervisors and senior managers, a lower proportion of transferable shares or other conditions restricting the transfer,
