Zhonghong Medical: Management system for the company’s shares held by directors and senior managers and their changes
Zhonghong Pulin Medical Products Co., Ltd.
Management system for the company’s shares held by directors and senior managers and their changes
Chapter 1 General Provisions
Article 1 In order to strengthen the management of the company's shares held by the company's directors 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", "Securities Law of the People's Republic of China", "Management Rules of the Company's Shares and Changes Held by Directors and Senior Managers of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 18" No. - Reduction of Shareholdings by Shareholders, Directors and Senior Management" and the company's articles of association and other relevant provisions, this system is formulated based on the actual situation of the company.
Article 2 The shares of the company held by the directors and senior managers of the company refer to all the shares of the company registered in their names and held using the accounts of others.
If directors and senior managers of a company engage in margin trading, their shares of the company also include the shares of the company recorded in their credit accounts.
The provisions of this system shall apply with reference to the management of changes in other equity securities of the company held by the company's directors and senior managers.
Article 3 The directors and senior managers of the company shall comply with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and the company's articles of association when buying and selling the company's shares, and shall not engage in illegal transactions.
Article 4 Directors and senior managers of a company shall not engage in margin trading and securities lending transactions with the company’s stocks as the underlying securities.
Chapter 2 Information Declaration and Disclosure
Article 5 Directors, senior managers and securities affairs representatives of a company shall entrust the company to declare their personal and relative (including spouse, parents, children, brothers and sisters, etc.) identity information (including name, position, ID number, etc.) to the Shenzhen Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "China Securities Depository and Clearing Co., Ltd. Shenzhen Branch") within the following time:
(1) When the company applies for initial stock registration;
(2) Within 2 trading days after the new director approves his appointment matters at the shareholders’ meeting (or employee representative meeting);
(3) Within 2 trading days after the board of directors approves the appointment of the new senior manager;
(4) Within 2 trading days after the company approves the appointment of the new securities affairs representative;
(5) Within 2 trading days after the personal information reported by current directors, senior managers and securities affairs representatives changes;
(6) Within 2 trading days after the current directors, senior managers and securities affairs representatives leave office;
(7) Other times required by Shenzhen Stock Exchange.
The above declaration data is regarded as an application submitted by relevant personnel to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch to manage their shares of the company in accordance with relevant regulations.
The secretary of the company's board of directors should remind directors, senior managers and securities affairs representatives to report or confirm the above information to the secretary of the company's board of directors in a timely manner within the above time.
Article 6 After the company's directors and senior managers entrust the company to declare personal information, China Securities Clearing Company Shenzhen Branch will lock the company's shares registered in the securities account opened under their ID number based on their declaration data.
During the lock-in period, the rights to income, voting rights, preferential allotment rights and other related rights and interests held by the directors and senior managers in accordance with the law will not be affected.
Article 7 The company and its directors, senior managers and securities affairs representatives shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch, agree to the Shenzhen Stock Exchange’s timely announcement of relevant persons’ purchases and sales of the company’s shares and their derivatives, and bear the legal liabilities arising therefrom.
Article 8 The company shall confirm the relevant information on the shares of directors, senior managers and securities affairs representatives in accordance with the requirements of China Securities Clearing Company Shenzhen Branch, and provide timely feedback on the confirmation results.
Article 9 If, due to the company's public or non-public issuance of shares, the implementation of equity incentives, etc., restrictions on the transfer of the company's shares held by directors and senior managers include additional transfer prices, additional performance evaluation conditions, setting a sales restriction period and other restrictive conditions, the company shall apply to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch to register the shares held by the relevant personnel as shares with sales restrictions when going through procedures such as share change registration or exercise.
Article 10 If the shares held by the company's directors and senior managers are registered as shares with sales restrictions, when the conditions for lifting the sales restrictions are met, the directors and senior managers may entrust the company to apply to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch to lift the sales restrictions. After the sales restrictions are lifted, China Clearing Shenzhen Branch will automatically unlock the shares within the remaining limit of transferable shares in the names of directors and senior managers, and the remaining shares will be automatically locked.
Article 11 If there is a change in the shares held by the company's directors and senior managers, they shall report to the company and make an announcement on the stock exchange website through the company within two trading days from the date of the occurrence. The announcement includes:
(1) Number of shares held before this change;
(2) The date, quantity, and price of this share change;
(3) The number of shares held after this change;
(4) Other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 12 If directors and senior managers of a company violate the provisions of Article 44 of the Securities Law of the People's Republic of China and sell the company's stocks they hold within 6 months after buying them, or buy them again within 6 months after selling, the company's board of directors shall take back the proceeds and promptly disclose the following:
(1) The relevant personnel’s illegal trading of stocks;
(2) The remedial measures taken by the company;
(3) The calculation method of income and the specific circumstances of the recovery of income by the board of directors;
(4) Other matters required to be disclosed by the Shenzhen Stock Exchange.
The above "sell within 6 months after purchase" refers to the sale within 6 months from the last purchase; "sell within 6 months after sale" refers to the purchase within 6 months from the last sale.
The stocks held by directors and senior managers as mentioned in the preceding paragraph include stocks or other equity securities held by their spouses, parents, and children, as well as those held using other people's accounts.
Article 13 If a company stipulates a longer transfer restriction period, a lower proportion of transferable shares, or other transfer restriction conditions for the company's shares held by directors and senior managers in accordance with the provisions of the company's articles of association, it shall report to the Shenzhen Stock Exchange in a timely manner. CSDC Shenzhen Branch locks the shares in accordance with the lock-up ratio determined by the Shenzhen Stock Exchange.
Article 14 If the company's directors and senior managers hold shares of the company and the proportion of changes in the company's shares reaches the provisions of the "Administrative Measures for Acquisitions of Listed Companies", they shall also perform reporting and disclosure obligations in accordance with the "Administrative Measures for Acquisitions of Listed Companies" and other relevant laws, administrative regulations, departmental rules and business rules.
Chapter 3 Share Change Management
Article 15 Before buying or selling the company’s stocks and derivatives, the company’s directors, senior managers, securities affairs representatives and spouses of the above-mentioned persons shall notify the secretary of the board of directors in writing of their trading plans within 2 trading days before the transaction, and the secretary of the board of directors shall be responsible for confirmation. The secretary of the board of directors shall check the progress of the company's information disclosure and major matters, formulate clear opinions of agreement or objection, notify the directors, senior managers and securities affairs representatives who intend to buy or sell in writing before the planned transaction time, and remind them of the relevant risks.
The secretary of the company's board of directors is responsible for managing the identity of the company's directors and senior managers and the data and information on the shares held by the company, handling the online declaration of personal information for directors and senior managers, and regularly checking the disclosure of the directors and senior managers' purchases and sales of the company's stocks.
Article 16 On the first trading day of each year, CSDC Shenzhen Branch will calculate the statutory quota of transferable shares for the current year based on 25% of the company's shares listed on the Shenzhen Stock Exchange registered in the name of the company's directors and senior managers on the last trading day of the previous year; at the same time, it will unlock the unrestricted tradable shares held by the personnel within the current year's transferable share quota.
When there are decimals in the calculation of the unlockable limit, the number shall be rounded to an integer; when the balance of the company's shares held by an account is less than 1,000 shares, its transferable share limit for the year shall be the number of shares it holds in the company.
If the company's shares held by directors and senior managers change due to the company's equity distribution, capital reduction, etc., the quota of transferable shares for the year will be changed accordingly.
Article 17: Due to the company's public or non-public issuance of shares, implementation of equity incentive plans, or due to directors and senior management personnel's purchase in the secondary market, conversion of convertible bonds, exercise of rights, agreement transfer, etc., 25% of the newly added shares without sales restrictions can be transferred in the current year, and the newly added shares with sales restrictions will be included in the calculation base of transferable shares in the following year.
Article 18 After the company’s directors and senior managers leave their posts and entrust the company to declare their personal information, China Securities Clearing Co., Ltd. Shenzhen Branch will lock all the company’s shares held and newly added by them within six months from the date of their resignation, and after expiration, all the company’s shares without sales restrictions will be automatically unlocked.
Article 19 The transferable but untransferred shares of the company's directors and senior managers in the current year shall be included in the total number of shares of the company held by them at the end of the year, and this total shall be used as the basis for calculating the transferable shares in the following year.
Article 20 During the term determined when taking office and within six months after the expiration of the term, the shares transferred by the directors and senior managers of the company through centralized bidding, block transactions, agreement transfer, etc. every year shall not exceed 25% of the total number of shares held by them in the company, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc.
If the shares held by the company's directors and senior managers do not exceed 1,000 shares, they may be transferred entirely at one time without being restricted by the transfer ratio in the preceding paragraph.
Article 21 The shares of the company held by the company’s directors and senior managers may not be transferred under the following circumstances:
(1) Within 1 year from the date of listing and trading of the company’s stocks;
(2) Within six months after the resignation of directors and senior managers;
(3) Directors and senior managers promise not to transfer within a certain period of time and within that period;
(4) The company is investigated by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures violations, or is administratively punished or sentenced to a sentence of less than six months;
(5) I have been put on file for investigation by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures crimes related to the company, or have been administratively punished or sentenced to a sentence of less than six months;
(6) I have been administratively punished by the China Securities Regulatory Commission due to illegal activities related to securities and futures, and have not paid the fines and confiscations in full, except where laws and administrative regulations provide otherwise or where the reduction of holdings is used to pay fines and confiscations;
(7) I have been publicly reprimanded by the stock exchange for less than three months due to company-related violations;
(8) The company may be involved in a major violation of the law and is forced to delist, and it is within the transfer restriction period stipulated by the stock exchange;
(9) Other situations stipulated in laws, regulations, rules of the China Securities Regulatory Commission and stock exchanges, and the company's articles of association.
Article 22 The company’s directors, senior managers, securities affairs representatives and spouses of the aforementioned persons are not allowed to buy or sell the company’s stocks during the following periods:
(1) Within 15 days before the announcement of the company's annual report or semi-annual report, if the announcement date is postponed due to special reasons, the period from 15 days before the original announcement date to the final announcement date;
(2) Within 5 days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;
(3) 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 in accordance with the law;
(4) Other periods specified by the Shenzhen Stock Exchange.
Directors, senior managers and securities affairs representatives of the company shall urge their spouses to comply with the provisions of the preceding paragraph and assume corresponding responsibilities.
Article 23 The company’s directors and senior managers shall ensure that the following natural persons, legal persons or other organizations do not engage in the behavior of buying or selling the company’s shares and their derivatives due to knowledge of inside information:
(1) Spouses, parents, children, brothers and sisters of company directors and senior managers;
(2) Legal persons or other organizations controlled by the company’s directors and senior managers;
(3) The company’s securities affairs representative and his or her spouse, parents, children, brothers and sisters;
(4) Other natural persons, legal persons or other organizations determined by the China Securities Regulatory Commission, the Shenzhen Stock Exchange or the company based on the principle of substance over form to have a special relationship with the company or its directors and senior managers and who may have access to inside information.
Article 24 When shareholders holding more than 5% of the company's shares buy and sell stocks or other securities of an equity nature, the provisions of Article 12 of this system shall be followed.
Chapter 4 Responsibility and Punishment
Article 25 If a company's directors and senior managers violate the provisions of this system, unless the relevant parties provide the company with sufficient evidence to convince the company that the relevant transaction behavior that violates the provisions of this system is not an expression of the party's true intention (such as the securities account being illegally used by others), the company may pursue the liability of the party in the following ways, including but not limited to:
(1) Depending on the seriousness of the case, the responsible person shall be given a warning, a notice of criticism, demotion, dismissal, recommendation to the board of directors, shareholders' meeting or employee representative meeting for removal, etc.;
(2) For directors or senior managers who violate the provisions of Article 22 of this system and buy and sell the company’s stocks during the period when the company’s stocks are prohibited from trading, the company will impose sanctions based on the severity of the case. If it causes losses to the company, the corresponding responsibilities will be investigated in accordance with the law;
(3) If a director or senior manager violates the provisions of Article 12 of this system and sells the company's stocks within six months after buying them, or buys them again within six months after selling them, after the company becomes aware of such matters, in accordance with the provisions of Article 44 of the "Securities Law of the People's Republic of China", the board of directors will take back the proceeds and disclose relevant matters in a timely manner;
(4) If it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
(5) Anyone who violates relevant national laws and regulations may be transferred to judicial organs in accordance with the law and held criminally responsible.
Article 26 Regardless of whether the parties express true intentions, the company shall keep complete records of violations of this system and the handling thereof; if it is necessary to report or publicly disclose to the securities regulatory authorities in accordance with regulations, it shall report or publicly disclose to the securities regulatory authorities in a timely manner.
Chapter 5 Supplementary Provisions
Article 27 If the provisions of this system are inconsistent with national laws and regulations, the relevant provisions of the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange and the company's articles of association, the national laws and regulations, the relevant provisions of the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange and the company's articles of association shall prevail. Matters not covered in this system shall be governed by national laws and regulations, relevant provisions of the China Securities Regulatory Commission, relevant provisions of the Shenzhen Stock Exchange and the provisions of the company's articles of association.
Article 28 This system will take effect from the date it is reviewed and approved by the board of directors, and the same applies when it is modified.
Article 29 The Board of Directors is responsible for interpreting this system.
Board of Directors of Zhonghong Pulin Medical Products Co., Ltd.
October 2025