Tailin Biotechnology: Management system for directors and senior managers to hold and trade the company’s stocks
Zhejiang Tailin Biotechnology Co., Ltd.
Directors, Senior Management
Management system for holding and buying and selling the company’s stocks
Chapter 1 General Principles
Article 1 In order to strengthen the management of the company's directors and senior managers' holding and trading of the company's stocks and further clarify the handling procedures, 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 Held by the Directors and Senior Managers of Listed Companies and their Changes" and the Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 10 No. - Share Change Management" and other laws, regulations, normative documents and the relevant provisions of the "Articles of Association of Zhejiang Tailin Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the actual situation of the company, this system is specially formulated.
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.
The company's directors and senior managers who engage in margin trading and securities lending transactions also include the company's shares recorded in their credit accounts.
Article 3 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.
Chapter 2 Reporting on buying and selling the company’s stocks
Article 4 Before buying or selling the company's shares, the company's directors and senior managers shall notify the secretary of the board of directors in writing of their buying and selling plans. The secretary of the board of directors shall check the company's information disclosure and progress of major events. If the trading behavior may violate laws and regulations, the relevant regulations of the Shenzhen Stock Exchange (hereinafter referred to as 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.
Article 5 If, due to the company's issuance of shares, implementation of equity incentive plans, etc., additional transfer prices, performance evaluation conditions, sales restrictions 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 the share change registration procedures, and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "China Securities Clearing Shenzhen Branch") will register the shares held by the relevant personnel as shares with sales restrictions.
Article 6 Directors and senior managers of a company shall entrust the company to declare to the Shenzhen Stock Exchange the identity information (including name, position held, ID number, securities account, time of leaving office, etc.) of individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) within the following time:
(1) Directors and senior managers of newly listed companies when the company applies for stock listing;
(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 personal information reported by current directors and senior managers changes;
(5) Within 2 trading days after the current directors and senior managers leave office;
(6) Other times required by Shenzhen Stock Exchange.
Article 7 The company and its directors and senior managers shall report information to the Shenzhen Stock Exchange in a timely manner, ensure that the information reported is true, accurate, timely and complete, agree to the Shenzhen Stock Exchange to promptly announce changes in the company's shares held by relevant personnel, and bear the resulting legal liabilities.
Article 8 The company shall confirm the information related to the share management of directors and senior managers in accordance with the requirements of China Securities Clearing Company Shenzhen Branch, and provide timely feedback on the confirmation results.
Article 9 After the directors and senior managers of the company entrust the company to declare personal information, the Shenzhen Stock Exchange will send their declaration data to China Securities Clearing Company Shenzhen Branch, and lock the registered shares of the company in the securities account opened under their ID number.
If the company has been listed for less than one year, the newly added shares of the company in the securities accounts of directors and senior managers will be automatically locked at 100%; if the company has been listed for more than one year, the shares of the company that are not subject to sales restrictions and are added in the securities accounts of directors and senior managers through secondary market purchases, conversion of convertible corporate bonds, exercise, agreement transfer, etc. during the year will be automatically locked at 75%; newly added shares with sales restrictions will be included in the calculation base of transferable shares in the following year.
Article 10 If there is a change in the company shares held by the company's directors and senior managers, they shall report to the company within two trading days from the date of occurrence of the fact, and the company shall make an announcement on the website of the stock exchange. The announcement includes:
(1) Number of shares held before this change;
(2) The date, quantity, and price of this share change;
(3) Number of shares held after change;
(4) Other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 11 Directors and senior managers of the company shall not buy or sell the company’s shares 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 calculation will start from the 15 days before the original scheduled announcement date;
(2) Within five days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;
(3) From the date of the occurrence of major events that may have a greater impact on the trading prices of the company's stocks and their derivatives or the date of entry into 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 12 Directors and senior managers of a company who engage in margin trading and securities lending transactions shall abide by relevant regulations and report to the Shenzhen Stock Exchange.
Chapter 3 General Principles and Regulations on the Transferability of the Company’s Stocks
Article 13 Before buying or selling the company's stocks and their derivatives, the company's directors and senior managers shall notify the secretary of the board of directors in writing of their buying and selling plans. The board secretary shall check the company's information disclosure and the progress of major events, judge whether the buying and selling behavior complies with the information disclosure regulations, promptly notify the directors and senior managers who plan to buy and sell in writing, and perform information disclosure obligations in accordance with regulations.
Article 14 During their term of office, the shares transferred by directors and senior managers of the company through centralized bidding, block transactions, agreement transfers, 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, bequests, 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 and are not subject to the restrictions on the transfer ratio in the preceding paragraph.
Article 15 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 that 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 16 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 basis for calculating the transferable shares in the following year.
Article 17 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.
Article 18 During the lock-up period, the income rights, voting rights, preferential allotment rights and other relevant rights and interests legally enjoyed by the directors and senior managers of the company's shares held by them will not be affected.
Article 19 Directors and senior managers of the company shall not transfer the shares of the company they hold or add within six months from the date of actual resignation.
Article 20 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 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 one year from the date of listing and trading of the company’s stocks;
(2) Within six months from the date of actual resignation of directors and senior managers;
(3) 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;
(4) Directors and senior managers are investigated by the China Securities Regulatory Commission or judicial authorities for suspicion of securities and futures crimes related to the company, or are administratively punished or sentenced to a prison sentence of less than six months;
(5) Directors and senior managers have been administratively punished by the China Securities Regulatory Commission for violating laws related to securities and futures and have not paid the fines and forfeitures in full, unless otherwise provided for by laws and administrative regulations or if funds from reduced holdings are used to pay fines and forfeitures;
(6) Directors and senior managers have been publicly reprimanded by the stock exchange for less than three 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, regulations, the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and the Articles of Association.
Article 22 If the Articles of Association stipulate a longer prohibition period, a lower proportion of transferable shares, or other transfer-restrictive conditions for directors and senior managers to transfer their shares of the company than this system, the provisions of the Articles of Association shall be followed.
Article 23 Directors and senior managers of a 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 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) 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 The company’s directors, senior managers and shareholders holding more than 5% of the company’s shares are not allowed to engage in margin trading and securities lending transactions with the company’s stocks as the underlying securities.
Chapter 4 Liability 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, etc.), 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) If it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
(3) 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 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 natural persons, legal persons or other organizations specified in Article 23 of this system, as well as the data and information on the company's shares held by them, uniformly handles the online declaration of personal information for the above personnel, and regularly checks the disclosure of their purchases and sales of the company's stocks.
Article 28 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant laws, regulations, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 29 The company’s board of directors is responsible for interpreting this system.
Article 30 This system will come into effect after being reviewed and approved by the company’s shareholders’ meeting.