Saisheng Pharmaceutical: Shareholding and Change Management System for Directors and Senior Management (October 2025)
Shareholding and change management system for directors and senior managers of Beijing Saisheng Pharmaceutical Co., Ltd.
Beijing Saisheng Pharmaceutical Co., Ltd.
Shareholding and Change Management System for Directors and Senior Management
Chapter 1 General Provisions
Article 1 In order to regulate the trading and shareholding changes of directors and senior managers of Beijing Saisheng Pharmaceutical Co., Ltd. (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"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies" (hereinafter referred to as "Standardized Operations"), "Regulations on the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and their Changes", "Reduction of Shareholdings by Shareholders of Listed Companies" This system is specially formulated based on the provisions of the "Interim Measures for Share Management", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 10 - Management of Share Changes", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shareholdings by Shareholders, Directors and Senior Managers" and the "Articles of Association of Beijing Saisheng Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 Before buying and selling the company’s stocks and their derivatives, the company’s directors and senior managers shall be aware of and abide by the provisions of the Company Law, Securities Law and other laws and regulations regarding insider trading, market manipulation and other prohibited behaviors, and shall not engage in illegal transactions.
Article 3 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. Directors and senior managers of a company who entrust others to buy and sell stocks on their behalf shall be deemed to have done so on their own behalf and shall abide by this system and perform relevant inquiry and reporting obligations.
Directors and senior managers of the company are not allowed to engage in margin trading and securities lending transactions with the company’s stocks as the underlying securities.
Chapter 2 Information Declaration and Share Locking
Article 4 The directors and senior managers of the company shall ensure that the data reported to the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") and the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the "China Securities Depository and Clearing Corporation") are true, accurate, timely and complete, agree to the Shenzhen Stock Exchange's timely announcement of relevant personnel's buying and selling of the company's stocks and their derivatives, and bear the legal liabilities arising therefrom.
Article 5 Directors and senior managers of a company shall entrust the company to report to the Exchange the identity information (including names, positions held, identity document numbers, securities accounts, time of leaving office, etc.) of individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) at the following times:
Shareholding and change management system for directors and senior managers of Beijing Saisheng Pharmaceutical Co., Ltd.
(1) Directors and senior managers of newly listed companies when the company applies for stock listing;
(2) Within two trading days after the new director’s appointment matters are approved by the shareholders’ meeting (or employee congress);
(3) Within two trading days after the board of directors approves the appointment of the new senior manager;
(4) Within two trading days after the personal information reported by current directors and senior managers changes;
(5) Within two trading days after the current directors and senior managers leave office;
(6) Other times required by Shenzhen Stock Exchange.
The declaration information specified in the preceding paragraph shall be deemed as an application submitted by the relevant person to the Shenzhen Stock Exchange to manage the company's shares held by him in accordance with relevant regulations.
Article 6 If, due to the company's issuance of shares, implementation of equity incentive plans, etc., additional transfer prices, performance evaluation conditions, or restricted sales periods and other restrictive conditions are imposed on the transfer of the company's shares held by directors and senior managers, the company shall apply to the Shenzhen Stock Exchange when going through procedures such as share change registration, and China Securities Clearing Co., Ltd. will register the shares held by the relevant personnel as shares with sales restrictions.
Article 7 After company directors and senior managers entrust the company to declare personal information, the Shenzhen Stock Exchange will send their declaration data to CSDC, and lock the company shares registered in the securities account opened under their ID number.
In the securities accounts of directors and senior managers of companies that have been listed for more than one year, through secondary market purchases, convertible corporate bonds (hereinafter referred to as convertible bonds) conversion, exercise, agreement transfer, etc., the company's newly added shares without sales conditions during the year will be automatically locked at 75%; the newly added shares with sales restrictions will be included in the calculation base of transferable shares in the following year.
The newly added shares of the company in the securities accounts of directors and senior managers of companies that have been listed for less than one year will be automatically locked at 100%.
Article 8 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 Depository and Clearing Co., Ltd. Shenzhen Branch to lift the sales restrictions.
Article 9 During the lock-up period, the income rights, voting rights, preferential allotment rights and other related rights and interests held by the company's shares held by directors and senior managers in accordance with the law will not be affected.
Chapter 3 Share Trading
Article 10 Before buying or selling the company's shares, the company's directors and senior managers shall submit their buying and selling plans.
Shareholding and change management system for directors and senior managers of Beijing Saisheng Pharmaceutical Co., Ltd.
Notify the secretary of the board of directors in writing. The secretary of the board of directors shall check the progress of information disclosure and major matters of the listed company. If the trading behavior may violate laws and regulations, relevant regulations of the Shenzhen Stock Exchange and the Articles of Association, the secretary of the board of directors shall promptly notify the relevant directors and senior managers in writing and remind them of the relevant risks.
Article 11 Directors and senior managers of listed companies shall not reduce their shareholdings in the company if any of the following circumstances exist:
(1) Within six months after I leave my job;
(2) The company is investigated by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures violations, or is subject to administrative penalties or sentenced to a prison sentence of less than six months;
(3) 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 prison sentence of less than six months;
(4) 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;
(5) It has been less than three months since I was publicly reprimanded by the Shenzhen Stock Exchange for company-related violations;
(6) If the company may be subject to major violations of the Shenzhen Stock Exchange's business rules and is forced to delist, it shall be from the date of the relevant advance notification of administrative penalties or the issuance of judicial decisions until any of the following circumstances occurs:
The company’s shares are terminated and delisted;
The company has received relevant administrative penalty decisions or effective judicial decisions from the People's Court, which show that the listed company has not been forced to delist due to major violations of the law.
(7) Other circumstances stipulated by laws, regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 12 Directors and senior managers of the company shall not buy or sell the company’s stocks during the following periods:
(1) Within 15 days before the company's annual report or semi-annual report is announced, if the announcement date is postponed due to special reasons, the calculation will start from 15 days before the original scheduled 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 a major event that may have a significant impact on the company's stock trading price occurs or enters the decision-making process to the date of disclosure in accordance with the law;
(4) Other periods specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 13 During the term of office determined when taking office, the shares transferred by directors and senior managers each year through centralized bidding, block transactions, agreement transfer, etc. shall not exceed the total number of shares of the company held by them.
Shareholding and change management system for directors and senior managers of Beijing Saisheng Pharmaceutical Co., Ltd.
Twenty-five percent, except for changes in shares due to judicial enforcement, inheritance, legacy, legal division of property, 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 and are not subject to the restrictions on the transfer ratio in the preceding paragraph.
Article 14 The number of transferable shares of directors and senior managers of the company shall be calculated based on the total number of shares of the company held by them at the end of the previous year. If the company's shares held by directors and senior managers increase during the year, 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. If the company's shares held by directors and senior managers increase due to the company's equity distribution during the year, the number of transferable shares for the year can be increased in the same proportion.
Article 15 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 serve as the basis for calculating the transferable shares in the following year.
Chapter 4 Information Disclosure
Article 16 If there are any changes in the company's shares held by the company's directors and senior managers (except for changes caused by the company's distribution of stock dividends and capitalization of capital reserves), they must be reported to the company in a timely manner and the company shall announce it on the website of the Shenzhen Stock Exchange.
Article 17 Within two trading days from the date of change in the company’s shares held by the company’s directors and senior managers, the Shenzhen Stock Exchange shall disclose the following content on its website:
(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 by Shenzhen Stock Exchange.
Article 18 If a company's directors or senior managers violate the provisions of the Securities Law and sell the company's stocks or other equity-type securities they hold within 6 months of purchase, or purchase them again within 6 months of sale, the company's board of directors shall take timely measures to verify the relevant personnel's illegal trading, the amount of proceeds, and other specific circumstances, recover the proceeds, and disclose relevant matters in a timely manner.
Article 19 Directors and senior managers who plan to reduce their shareholdings through centralized bidding or block trading on the Shenzhen Stock Exchange shall report and disclose their shareholding reduction plans to the Shenzhen Stock Exchange fifteen trading days before the first sale of shares. If there are circumstances that prohibit shareholding reduction under this system, the shareholding reduction plan shall not be disclosed. The contents of the shareholding reduction plan shall include, but are not limited to: information such as the number and source of shares to be reduced, reasons for the reduction, method of reduction, time range for reduction, price range for reduction, etc., as well as an explanation that there are no circumstances under which reduction is prohibited under this system. The time interval for each disclosed holding reduction shall not exceed three months.
Shareholding and change management system for directors and senior managers of Beijing Saisheng Pharmaceutical Co., Ltd.
During the holding reduction time interval specified in the preceding paragraph, if the company encounters major events such as high-price transfers, mergers, acquisitions and reorganizations, directors and senior managers who have disclosed a shareholding reduction plan but have not yet disclosed a completion announcement of the shareholding reduction plan shall simultaneously disclose the progress of the shareholding reduction and explain the correlation between this shareholding reduction and the aforementioned major events.
The company's directors and senior managers shall report to the Shenzhen Stock Exchange within two trading days after the completion of the shareholding reduction plan or the expiration of the shareholding reduction time interval, and disclose an announcement on the completion of the shareholding reduction plan.
Chapter 5 Responsibility
Article 20 The secretary of the company's board of directors is responsible for managing the data and information on the company's shares held by the company's directors and senior managers, uniformly handles the online declaration of personal information for the company's directors and senior managers, and regularly checks the disclosure of their purchases and sales of the company's stocks.
Article 21 Directors and senior managers of the company shall ensure that the data they declare is timely, true, accurate and complete. Otherwise, in addition to bearing corresponding legal liabilities, the company will also impose sanctions as appropriate.
Article 22 If the company's directors or senior managers buy or sell the company's stocks in violation of this system and relevant laws and regulations, in addition to being punished by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, the company will also impose sanctions as appropriate.
Chapter 6 Supplementary Provisions
Article 23 Matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents and the "Articles of Association" and other relevant provisions; if this system conflicts with laws, regulations, normative documents promulgated in the future or the "Articles of Association" modified through legal procedures, the provisions of relevant laws, regulations, normative documents and the "Articles of Association" shall be implemented.
Article 24 The company’s board of directors is responsible for interpreting this system.
Article 25 This system shall be implemented from the date of approval by the company's board of directors, and the same shall apply when it is modified.
Beijing Saisheng Pharmaceutical Co., Ltd.
October 2025