"Management System for the Company's Shares Held by Directors and Senior Managers of Suzhou Fengbei Biotechnology Co., Ltd. and its Changes"
Suzhou Fengbei Biotechnology Co., Ltd. Management system for the company’s shares held by directors and senior managers and their changes
Suzhou Fengbei Biotechnology Co., Ltd.
Shares of the Company held by directors and senior managers
and its change management system
Chapter 1 General Provisions
Article 1 In order to strengthen the management of the company's shares and changes held by directors and senior managers of Suzhou Fengbei Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), maintain the order of the securities market, and protect the legitimate rights and interests of investors, 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 shares held by directors and senior managers of listed companies, This system has been formulated based on the actual situation of the company based on the provisions of relevant laws, regulations, normative documents such as the Management Rules of Company Shares and their Changes, "Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies," "Shanghai Stock Exchange Stock Listing Rules," "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 8 - Management of Changes in Shares" and the "Articles of Association of Suzhou Fengbei Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This system applies to the management of the company's shares held by the company's directors and senior managers and their changes. The company's shares held by them refer to all the company's shares registered in their names and held using other people's accounts; directors and senior managers who have multiple securities accounts shall be consolidated into one account for calculation in accordance with the regulations of the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as the "China Securities Depository and Clearing Institution"). For those engaged in margin trading and securities lending transactions, the shares of the company held by them also include the shares of the company registered 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, regulations and normative documents regarding insider trading, market manipulation and other prohibited behaviors, and shall not engage in illegal transactions. Directors and senior managers who make commitments on matters related to changes in the shares they hold must strictly abide by them.
Chapter 2 Prohibited Acts on Stock Trading
Article 4 If one of the following circumstances exists, the shares of the company held by the company’s directors and senior managers shall not be equal to the shares held by the directors and senior managers of Suzhou Fengbei Biotechnology Co., Ltd. The management system for the shares of the company held by directors and senior managers and their changes
Must be transferred:
(1) Within one 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) The company was investigated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) or was filed by judicial authorities for being suspected of securities and futures violations.
Investigation, or being administratively punished or sentenced to a sentence of less than 6 months;
(4) Directors and senior managers are investigated by the China Securities Regulatory Commission or judicial authorities for investigation on suspicion of securities and futures crimes related to the company, or
Being administratively punished or sentenced to a sentence of less than 6 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 confiscations in full, but laws and administrative regulations provide otherwise.
Except for fixed or reduced holdings used to pay fines and confiscations;
(6) Directors and senior managers were detained by securities companies due to company-related violations of laws and regulations.
The exchange has publicly condemned the company for less than 3 months;
(7) The company may be involved in serious violations of the law and forced to delist. According to the provisions of the stock exchange,
within the restricted transfer period;
(8) Laws, administrative regulations, China Securities Regulatory Commission, Shanghai Stock Exchange and the "Company
Other circumstances specified in the Articles of Association.
Article 5 Directors and senior managers of the company and their spouses 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 will be calculated from the 15 days before the original scheduled announcement date to the day before the announcement.
day;
(2) Within five days before the announcement of the company’s quarterly report, performance forecast, and company performance bulletin;
(3) Since the occurrence of major events that may have a significant impact on the company’s stock trading price
From the date of birth or during 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 the Shanghai Stock Exchange.
Article 6 The directors and senior managers of the company shall not transfer the shares of the company held by them or other shares of the company held by directors and senior managers of Suzhou Fengbei Biotechnology Co., Ltd. and its change management system
Equity securities are sold within 6 months of purchase, or purchased within 6 months of sale. For multiple purchases, the time of the last purchase will be used as the starting point for the 6-month selling prohibition period; for multiple sales, the time of the last sale will be used as the starting point for the 6-month buying prohibition period.
If a company director or senior manager violates the relevant provisions of the Securities Law and sells the company's shares he or she holds within 6 months after buying them, or buys them again within 6 months after selling them, the company's board of directors shall take back the proceeds. However, exceptions are made where the securities company holds more than 5% of the shares due to the purchase of the remaining stocks after the package sale, and other circumstances stipulated by the securities regulatory authority of the State Council.
The company's 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 other people's accounts.
Article 7 The company's directors and senior managers shall ensure that the following natural persons, legal persons or other organizations do not buy or sell the company's shares due to knowledge of inside information:
(1) Spouses, parents, children, brothers and sisters of company directors and senior managers, etc.
close relatives;
(2) Legal persons or other organizations controlled by the company’s directors and senior managers;
(3) Other persons identified by the China Securities Regulatory Commission, the Shanghai Stock Exchange or the company based on the principle of substance over form as having special relations with the company or its directors and senior managers;
Relationships, natural persons, legal persons or other organizations that may have access to inside information.
Article 8 Directors and senior managers of a company shall not conduct margin trading and securities lending transactions with company stocks as the underlying securities.
Chapter 3 Information Declaration, Disclosure and Supervision
Article 9 Before buying or selling the company's shares, a 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 progress of the listed company's information disclosure and major events. If the trading behavior may violate laws and regulations, relevant regulations of the Exchange, the company's articles of association and its commitments, the secretary of the board of directors shall promptly notify the relevant directors and senior managers.
Suzhou Fengbei Biotechnology Co., Ltd. Management system for the company’s shares held by directors and senior managers and their changes
Article 10 Directors and senior managers of the company shall entrust the company to report to the Shanghai Stock Exchange the identity information of their individuals, spouses, parents, children and account owners who hold stocks for them (including name, position, ID number, securities account, time of leaving office, etc.) at the following time points or periods:
(1) Directors and senior managers of newly listed companies when the company applies for stock listing;
(2) After the new director approves his appointment matters at the shareholders' meeting (or employee representative meeting),
Within 2 trading days;
(3) 2 trading days after the board of directors approves the appointment of new senior managers
within;
(4) Current directors and senior managers have changes in their declared personal information
Within the next 2 trading days;
(5) Within 2 trading days after the current directors and senior managers leave office;
(6) Other times required by Shanghai Stock Exchange.
Article 11 The company and its directors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shanghai Stock Exchange, agree to the Shanghai 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 12 The company shall confirm the information related to the share management of directors and senior managers in accordance with the requirements of the China Securities Registration and Clearing Authority, and provide timely feedback on the confirmation results.
Article 13 If, due to the company's public or non-public issuance of shares, implementation of equity incentive plans, etc., restrictions on the transfer of company shares held by directors, senior managers, and other current or former management personnel include additional transfer prices, additional performance evaluation conditions, and setting a sales lock-up period, the company shall apply to the Shanghai Stock Exchange and the China Securities Depository and Clearing Institution 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 14 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 on the shares held by the company, handling the online declaration of personal information for directors and senior managers, and checking the disclosure of the company's stock purchases and sales by directors and senior managers every quarter. If any violation of laws or regulations is discovered, it shall be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange in a timely manner.
Article 15 The shares held by the company's directors and senior managers and the proportion of changes in the company's shares must meet the requirements of the "Management System for the Shares and Changes in the Company's Shares Held by Directors and Senior Managers of Listed Suzhou Fengbei Biotechnology Co., Ltd."
"Measures for the Administration of Acquisitions of Listed Companies" and other relevant laws, administrative regulations, departmental rules and business rules shall also fulfill reporting and disclosure obligations.
Chapter 4 Account and Share Management
Article 16 Directors and senior managers of the company should strengthen the management of the securities accounts they hold, and promptly report to the secretary of the board of directors the securities accounts they hold, the company's securities they hold and their changes. It is strictly prohibited to hand over the operation or use of your securities account to others. The company will register and file the basic information of the securities accounts of the current directors and senior managers of the company and those who have left office within six months, and will update it in a timely manner according to changes in the information.
Article 17 During the term of office determined when taking office, directors and senior managers of the company shall not transfer more than 25% of the total shares of the company they hold through centralized bidding, block transactions, agreement transfers, etc. every year, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc.
If the company's directors and senior managers hold no more than 1,000 shares, they may transfer them all at one time without being restricted by the transfer ratio in the preceding paragraph.
Article 18 The total number of shares issued by the company held by the company's directors and senior managers on the last trading day of the previous calendar year shall be used as the base number to calculate the number of transferable shares.
If the company's shares held by directors and senior managers increase during the year, the newly added shares without sales restrictions will be included in the calculation base of transferable shares 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, they can increase the number of transferable shares in that year in the same proportion.
Article 19 If directors or senior managers resign before the expiration of their term of office, they shall abide by the following restrictive provisions during the term of office determined when they take office and within 6 months after the expiration of their term of office:
(1) The shares transferred each year shall not exceed 25% of the total number of shares of the company held;
(2) Within six months after resigning, the shares held by the company shall not be transferred;
(3) Laws, administrative regulations, departmental rules, normative documents and Shanghai Securities Exchange
Other provisions of the Exchange's business rules regarding the transfer of shares of directors and senior managers.
Article 20 The company's shares that are transferable but not transferred by the company's directors and senior managers in the current year shall be included in the company's shares held by directors and senior managers of Suzhou Fengbei Biotechnology Co., Ltd. and its change management system
The total number of shares of the company held by them at the end of the year shall be used as the basis for calculating the transferable shares in the following year.
Article 21 If a company's directors and senior managers plan to transfer shares through centralized bidding or block trading on the stock exchange, they shall report to the Shanghai Stock Exchange through the board of directors and disclose the shareholding reduction plan fifteen trading days before the first sale.
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, etc. of shares to be reduced, as well as an explanation of the absence of relevant circumstances that prohibit reduction, and the time interval disclosed for each reduction shall not exceed 3 months.
Article 22 After the implementation of the shareholding reduction plan is completed, directors and senior managers shall report to the Shanghai Stock Exchange within two trading days and make an announcement; if the shareholding reduction is not implemented or the shareholding reduction plan is not completed within the pre-disclosed time interval for shareholding reduction, the directors and senior managers shall report to the Shanghai Stock Exchange within two trading days after the expiration of the shareholding reduction time interval and make an announcement.
Article 23 If there is a change in the company's shares held by directors and senior managers, they shall report to the company and make an announcement on the Shanghai Stock Exchange website through the company within 2 trading days from the date of 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 the change;
(4) Other matters required to be disclosed by the Shanghai Stock Exchange.
Article 24 If the company's shares held by the company's directors and senior managers are compulsorily executed by the people's court through centralized bidding transactions or block transactions on the stock exchange, the directors and senior managers shall disclose it through the board of directors within two trading days after receiving the relevant enforcement notice. The disclosure content should include the number, source, method, time range, etc. of the shares to be disposed of.
Article 25 For directors and senior managers suspected of illegal transactions, the China Securities Depository and Clearing Institution 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.
Article 26 If the shares held by the company's directors and senior managers are registered as shares subject to sales restrictions, when the conditions for lifting the sales restrictions are met, the directors and senior managers may entrust the company to submit a report to Shanghai Securities Suzhou Fengbei Biotechnology Co., Ltd. Management System for the Company's Shares Held by Directors and Senior Managers and Their Changes
The exchange and the China Securities Depository and Clearing Corporation applied to lift the sales restrictions. After the sales restrictions are lifted, the China Securities Depository and Clearing Institutions will automatically calculate the remaining transferable shares in the names of directors and senior managers.
The shares within the quota are unlocked, and the remaining shares are automatically locked.
Article 27 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 5 Responsibility and Punishment
Article 28 If the company’s directors and senior managers engage in illegal trading of the company’s stocks, the China Securities Regulatory Commission and the Shanghai Stock Exchange will take action in accordance with relevant laws, regulations, departmental rules or normative documents.
Punish or sanction relevant personnel.
Article 29 If the company’s directors and senior managers violate the provisions of this system, the company may hold the parties accountable through the following methods (including but not limited to):
(1) Depending on the seriousness of the case, give the responsible person a warning, circulate a notice of criticism, demote or remove him from office, and recommend his removal to the board of directors, shareholders' meeting or workers' congress, etc.;
(2) If directors or senior managers violate the provisions of Article 5 of this system and buy or sell the company's stocks during the period when trading of the company's stocks is prohibited, the company will impose sanctions based on the severity of the case. If a director or senior manager causes losses to the company, he or she will be held accountable in accordance with the law;
(3) If a director or senior manager violates the provisions of Article 6 of this system and sells the company's stocks he holds 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, the board of directors will 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 Shanghai Stock Exchange.
(4) If it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
(5) Those who violate relevant national laws and regulations may be transferred to judicial organs in accordance with the law and investigated for punishment.
responsibility.
Article 30 If the directors and senior managers of the company engage in illegal or illegal behavior of buying and selling the company’s stocks, the management system of the company’s shares held by the directors and senior managers of Suzhou Fengbei Biotechnology Co., Ltd. and their changes shall be disclosed.
The secretary of the company's board of directors should immediately report to the Shanghai Stock Exchange and the dispatched offices of the China Securities Regulatory Commission after learning the relevant information. In addition to assuming corresponding responsibilities, those responsible for illegal trading of the company's stocks should also explain the violations as soon as possible and submit them to the Shanghai Stock Exchange and the China Securities Regulatory Commission for filing with the regulatory bureau where the company is located. If it has a major impact on the company, they should also publicly apologize to investors.
Chapter 6 Supplementary Provisions
Article 31 Matters not covered by this system shall be implemented in accordance with the laws, regulations, normative documents and the Articles of Association in effect at that time. If these Rules of Procedure conflict with the then-effective laws, regulations, normative documents or the provisions of the Articles of Association, the provisions of the then-effective laws, regulations, normative documents and the Articles of Association shall prevail.
Article 32 The right to interpret this system belongs to the company’s board of directors.
Article 33 This system will take effect after being reviewed and approved by the company's board of directors, and the same applies when it is modified.
Suzhou Fengbei Biotechnology Co., Ltd.
Appendix 1 of the management system for the company’s shares held by directors and senior managers of Suzhou Fengbei Biotechnology Co., Ltd. and their changes in August 2026:
Registration form for the purchase and sale of securities of the Company by directors and senior management
Number:
Company Board of Directors:
In accordance with relevant regulations, I intend to conduct transactions in the company's securities. The specific situation is as follows, please confirm it by the board of directors.
My identity:
Intended trading direction
Original holding quantity
Intended transaction quantity
Intended trading time from year month day to year month day
Confirm again that I am aware of laws and regulations such as the Securities Law, the Company Law, the Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and their Changes, the Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies, as well as the self-regulatory rules of exchanges such as the Shanghai Stock Exchange Stock Listing Rules regarding the purchase and sale of the Company's securities, and I do not have any unannounced price-sensitive information about the Company's securities.
Signature:
Year Month Date Suzhou Fengbei Biotechnology Co., Ltd. Management system for the company’s shares held by directors and senior managers and their changes
Attachment 2:
Approval form for directors and senior managers planning to buy and sell the company’s stocks
Identity of transaction subject □Director/□Senior management/□Other securities type □Stocks/□Warrants/□Convertible bonds/□Others Intended transaction direction □Buy/□Sell
Situation Proposed transaction quantity Share/share
Condition From year month day to year month day proposed transaction date
stop
Whether it complies with the provisions of the "Management Rules for the Company's Shares Held by Directors and Senior Management of Listed Companies and their Changes", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 15 - Reduction of Shareholdings by Shareholders and Directors and Senior Management" and the "Articles of Association" □Yes □No
Does it have the following circumstances:
Certificate
(1) Being investigated by the China Securities Regulatory Commission or detained by the judiciary due to suspicion of securities and futures crimes.
During the period of investigation by the agency, and within six months after the administrative penalty decision or criminal judgment is made,
month.
Beginning
(2) Due to violation of the self-discipline rules of the stock exchange, the stock exchange has publicly reprimanded the person for less than three months.
of.
(3) Other circumstances specified by the China Securities Regulatory Commission.
□Yes □No
Whether it violates the share lock commitment
□Yes □No
Whether the cumulative number of shares reduced exceeds 25% of the total number of company shares held □Yes □No
Whether it involves sensitive period transactions or short-term transactions
□Yes □No
Opinions of the Board Secretary
Related risk warning instructions
Suzhou Fengbei Biotechnology Co., Ltd. Management system for the company’s shares held by directors and senior managers and their changes
General Manager’s Opinion Suzhou Fengbei Biotechnology Co., Ltd. Attachment 3 of the management system for the company’s shares held by directors and senior managers and their changes:
Confirmation letter regarding the registration form for buying and selling securities of the Company
Number:
:
The securities registration form for buying and selling Suzhou Fengbei Biotechnology Co., Ltd. (603334.SH) submitted by you has been received on day, month, year.
Agree that you carry out the transactions planned in the registration form between the date of year and month and the date of year and month. After this confirmation letter is issued, if the trading of the company's securities is prohibited during the above period, the board of directors will notify you in writing separately. Please refer to the written notice.
There are two copies of this confirmation letter, one copy each for the author and the office of the board of directors.
Board of Directors of Suzhou Fengbei Biotechnology Co., Ltd. (signature)
year month day