The management system for changes in shareholdings of directors and senior managers of Fangsheng Pharmaceutical (has been reviewed and approved at the sixth extraordinary meeting of the sixth board of directors in 2025)
HUNANFANGSHENGPHARMACEUTICALCO.,LTD.
Hunan Nansheng Pharmaceutical Co., Ltd.
Management system for changes in shareholdings of directors and senior managers
(Already reviewed and approved by the sixth extraordinary meeting of the sixth board of directors in 2025)
Chapter 1 General Provisions
Article 1 In order to standardize the management of the company's shares held by directors and senior managers of Hunan Nansheng 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"), the Rules for the Management of the Company's Shares and Changes Held by Directors and Senior Managers of Listed Companies, the Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies, and the Shanghai Stock Exchange's Self-Regulatory Supervision Guidelines for Listed Companies Article 8 No. - Share Change Management", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 15 - Reduction of Shareholdings by Shareholders, Directors and Senior Management", "Shanghai Stock Exchange Stock Listing Rules" and other relevant laws, regulations and normative documents, as well as the relevant provisions of the "Articles of Association of Hunan Nansheng Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), and combined with the actual situation of the company, this system is specially formulated.
Article 2 This system applies to the company’s directors and senior managers and this system
Management of company shares held by natural persons, legal persons or other organizations and their changes as stipulated in Article 9. The term "senior management personnel" as used in this system shall be those defined in the Articles of Association.
Article 3 The shares held by the company’s directors and senior managers refer to all the company’s shares and their derivatives (including stock options and stock appreciation rights issued by the equity incentive plan) registered in their names.
The company's directors and senior managers engaging in margin trading also include the company's shares and their derivatives recorded in other credit accounts, as well as any
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Hunan Nansheng Pharmaceutical Co., Ltd.
HUNANFANGSHENGPHARMACEUTICALCO.,LTD.
Stock options and stock appreciation rights issued by equity incentive plans.
Article 4 Before buying and selling the company's stocks and their derivatives, the company's directors and senior managers should be aware of 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. If the company's directors and senior managers have made commitments to restrict share transfers (including but not limited to shareholding ratios, shareholding periods, shareholding reduction methods, shareholding reduction prices, etc.), they must strictly abide by them.
Chapter 2 Transaction Prohibitions and Restrictions
Article 5 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 shares;
(2) Within six months after the resignation of the company’s directors and senior managers;
(3) I promise not to transfer within a certain period of time and within that period;
(4) The person is under investigation by the China Securities Regulatory Commission or judicial authorities for being suspected of securities and futures crimes related to the company, and it has been less than 6 months since the administrative penalty decision or criminal judgment was made;
(5) 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;
(6) The person has been publicly reprimanded by the stock exchange for less than 3 months due to company-related violations of laws and regulations;
(7) 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;
(8) Other circumstances stipulated by laws and regulations, China Securities Regulatory Commission and stock exchanges.
Article 6 If a company has any of the following circumstances and reaches the delisting risk warning standard, from the date when the relevant decision is made until the company's stocks are terminated from listing or before listing is resumed, the directors shall
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Directors and senior managers and persons acting in concert shall not reduce their holdings of company shares:
(1) The company is subject to administrative penalties by the China Securities Regulatory Commission due to fraudulent issuance or illegal disclosure of major information;
(2) The company is transferred to the public security organs in accordance with the law for being suspected of fraudulent issuance or suspected of violating regulations or not disclosing important information;
(3) Other major illegal delisting situations.
Article 7 Directors and senior managers of the company are not allowed to buy or sell the company’s shares during the following periods (window period):
(1) Within fifteen days before the announcement of the company's annual report or semi-annual report, if the announcement date of the annual report or semi-annual report is postponed due to special reasons, the calculation will start from the fifteen days before the original scheduled announcement date to the day before the announcement;
(2) Within five 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 greater impact on the trading price of the company's stocks and its derivatives occurs or enters the decision-making process to the date of disclosure in accordance with the law;
(4) Other circumstances stipulated by laws and regulations, China Securities Regulatory Commission and stock exchanges.
Article 8 Directors and senior managers of a company shall abide by the relevant provisions of the Securities Law. After legally buying or selling company stocks in accordance with the relevant provisions of laws and regulations, they are prohibited from conducting reverse transactions within 6 months. That is, they cannot sell within 6 months after buying, or cannot buy within 6 months after selling. If the company's stocks held are sold within six months of purchase, or purchased within six months of sale, the proceeds shall belong to the company, and the secretary of the company's board of directors shall take back the proceeds and disclose the relevant information in a timely manner. The stocks or other equity-type securities held by directors and senior managers referred to in the preceding paragraph include stocks or other equity-type securities held by their spouses, parents, and children and those held using the accounts of others.
Article 9 Directors and senior managers of a company shall ensure that the following natural persons and legal
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No person or other organization will buy or sell the company's shares and its derivatives due to knowledge of inside information:
(1) Spouses, parents, children, brothers and sisters of the company’s directors and senior managers;
(2) Legal persons or other organizations controlled by the company’s directors and senior managers;
(3) Other natural persons, legal persons or other organizations determined by the China Securities Regulatory Commission, the Shanghai 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 10 Directors and senior managers of a company who resign during their term of office or before the expiration of their term of office shall abide by the following restrictive provisions during the term of office determined when they took office and within 6 months after the expiration of their term of office:
(1) The number of shares transferred each year through centralized bidding, block trading, agreement transfer, etc. shall not exceed 25% of the total number of shares held by the company, 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 in full at one time and are not subject to the transfer ratio restrictions in the preceding paragraph;
(2) Within six months after resigning, the shares of the company held by him or her shall not be transferred;
(3) Laws, administrative regulations, departmental rules, normative documents and other provisions of the Shanghai Stock Exchange on the transfer of shares of directors and senior managers.
Article 11 If a company's directors and senior managers reduce their specific shares of the company through centralized bidding, block transactions, or agreement transfers, they shall abide by the following regulations:
(1) If a centralized bidding transaction is adopted, the total number of shares to be reduced shall not exceed 1% of the total number of shares of the company within any consecutive 90 days. If shareholders who hold non-publicly issued shares of a listed company reduce their shareholdings through centralized bidding transactions, in addition to complying with the provisions of the preceding paragraph, within 12 months from the date the shares are lifted from the sale restriction, the amount of reductions shall not exceed
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shall not exceed 50% of the number of shares held in the non-public offering.
(2) If bulk transactions are adopted, the total number of shares to be reduced shall not exceed 2% of the total number of shares of the company within any consecutive 90 days. The transferor and transferee of a block transaction shall clarify the quantity, nature, type, and price of the shares they are buying and selling, and abide by the relevant regulations of the Shanghai Stock Exchange. The transferee shall not transfer the transferred shares within 6 months after the transfer.
(3) If transfer by agreement is adopted, the transfer ratio of a single transferee shall not be less than 5% of the total number of shares of the company, and the lower limit of the transfer price shall be in accordance with the provisions of bulk transactions, unless otherwise provided by laws, administrative regulations, departmental rules, normative documents and the business rules of the Shanghai Stock Exchange.
Chapter 3 Number of Transferable Company Shares
Article 12 The number of shares held by the directors and senior managers of the company at the end of the previous year shall be used as the basis to calculate the number of transferable shares. Those who transfer the company shares they hold within the above-mentioned number of transferable shares must also comply with the provisions of Article 5 of this system.
Article 13: Due to the company's public or non-public issuance of shares, implementation of equity incentive plans, or due to directors and senior managers purchasing new shares in the secondary market, convertible bond conversion, exercise, 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. If the shares held by directors, supervisors and senior management of the company increase due to the company's equity distribution, the number of transferable shares in the current year can be increased in the same proportion.
Article 14 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 that year, and this total shall serve as the calculation base for transferable shares in the following year.
Article 15 The Articles of Association may stipulate a longer prohibition period and lower permission period than this system for directors and senior managers of the company to transfer their shares of the company.
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Transfer the proportion of shares or attach other transfer restrictions, but it must be reported to the Shanghai Stock Exchange in a timely manner.
Article 16 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 company's directors and senior managers may entrust the company to apply to the Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. for lifting the sales restrictions.
Article 17 During the lock-up period, the rights to income, voting rights, preferential allotment rights and other related rights and interests held by the company's shares held by the company's directors and senior managers in accordance with the law will not be affected.
Article 18 For company directors and senior managers suspected of illegal transactions, the securities registration company may lock the company's shares registered in their names in accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Chapter 4 Registration
Article 19 The secretary of the board of directors is responsible for managing the personal information of the company’s directors and senior managers and the data on the company’s shares held, handling the online declaration of personal information for directors, supervisors and senior managers, and regularly checking the disclosure of the company’s stock purchases and sales by directors and senior managers.
Article 20 If a company's directors and senior managers intend to reduce their shareholdings through centralized bidding transactions, they shall notify the company's board secretary in writing fifteen trading days before the first sale of shares. After receiving the above written notification letter, the secretary of the company's board of directors shall promptly report the record-keeping reduction plan to the Shanghai Stock Exchange and make an announcement. The contents of the shareholding reduction plan stipulated in the preceding paragraph shall include, but are not limited to, information such as the number, source, time range, method, price range, reasons for reduction, and explanation of the absence of circumstances prohibiting reduction of shares to be reduced, and the time range for each disclosed reduction shall not exceed 3 months.
If the company's directors and senior managers intend to increase their shareholding in the company, they shall notify the company's board secretary in writing five trading days before implementing the shareholding increase plan. company
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After receiving the above written notification letter, the secretary of the board of directors will judge whether it is within the window period and file the relevant shareholding increase plan.
Article 21 Directors and senior managers of the company shall entrust the company to declare their personal information (including but not limited to name, position, ID number, securities account, time of leaving office, etc.) through the Shanghai Stock Exchange website at the following time points or periods:
(1) Within 2 trading days after the new directors approve their appointment matters at the shareholders’ meeting (or employee representative meeting) and the new senior managers approve their appointment matters at the board of directors;
(2) Within 2 trading days after the personal information reported by current directors and senior managers changes;
(3) Within 2 trading days after the current company directors and senior managers leave office;
(4) When directors and senior managers of a newly listed company apply for initial stock registration in the company;
(5) Other times required by the Shanghai Stock Exchange.
Article 22 Directors and senior managers of the company shall ensure that the data they declare is timely, true, accurate and complete, and bear the legal liabilities arising therefrom.
Article 23 The secretary of the company's board of directors is responsible for the prior reporting of stock purchases and sales by the company's directors and senior managers and the natural persons, legal persons or other organizations specified in Article 9 of these rules, and regularly inspects the disclosure of the company's stock purchases and sales by the above-mentioned persons or organizations.
Article 24 Directors and senior managers of a company shall be responsible for the securities accounts of themselves and the natural persons, legal persons or other organizations specified in Article 9 of these Rules, strengthen the management of securities accounts, and are strictly prohibited from handing over the operation or use of their securities accounts to others.
Article 25 The company, its directors and senior managers shall ensure that the data reported to the Shanghai Stock Exchange and the securities registration company are true, accurate, timely and complete,
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Agree that the Shanghai Stock Exchange will announce in a timely manner the relevant personnel's buying and selling of the company's shares and its derivatives, and assume the legal liabilities arising therefrom.
Chapter 5 Information Disclosure
Article 26 The company’s directors and senior managers shall report to the Shanghai Stock Exchange (Annex 1) through the company’s board of directors within 2 trading days of buying and selling the company’s shares and their derivatives, and disclose them on the Shanghai Stock Exchange’s designated website. Disclosures include:
(1) The number of shares of the company held at the end of the previous year;
(2) The date, quantity, and price of each share change from the end of the previous year to this change;
(3) Number of shares held before this change;
(4) The date, quantity, and price of this share change;
(5) The number of shares held after the change;
(6) Other matters required to be disclosed by the Shanghai Stock Exchange.
Article 27 Directors and senior managers of a company shall abide by the relevant provisions of the Securities Law. If, in violation of such provisions, they sell the company's stocks they hold within 6 months of purchase, or purchase them again within 6 months of sale, the proceeds shall belong to the company. The company's board of directors shall withdraw the proceeds and promptly disclose the relevant information. The disclosure includes:
(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 Shanghai Stock Exchange. However, if a securities company holds more than 5% of the shares due to underwriting the purchase of remaining shares after the sale, the sale of the shares is not subject to the six-month time limit. The above "sold within 6 months after buying" refers to selling within 6 months from the last purchase; "buying within 6 months after selling" means
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Refers to purchases made within 6 months from the last sale.
Article 28 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 must 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 6 Supplementary Provisions
Article 29 Matters not covered in this system shall be implemented in accordance with the relevant national laws, regulations, normative documents and the relevant provisions of the "Articles of Association" mentioned in Article 1 of this system; if this system conflicts with laws and regulations promulgated by the country in the future or the "Articles of Association" after legal procedures, the relevant provisions of the national laws, regulations and the "Articles of Association" shall be implemented.
Article 30 This system will take effect from the date of approval by the company's board of directors.
Article 31 This system is interpreted and revised by the company’s board of directors.
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