Hua Gong Technology Industry Co., Ltd.
Management Measures for Changes in Shareholding of Senior Personnel (Draft)
(Applicable after the issuance and listing of H shares)
Chapter One General Principles
Article 1 In order to strengthen the management of shares held by directors, senior management personnel, and securities affairs representatives (hereinafter collectively referred to as "senior personnel") of Hua Gong Technology Industry Co., Ltd. (hereinafter referred to as "the Company") and their changes, and to maintain the order of the securities market, these measures are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "the Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "the Securities Law"), "Regulations on the Management of Shares Held by Directors and Senior Management Personnel of Listed Companies and Their Changes" (hereinafter referred to as "the Management Regulations"), "Self-Regulatory Guidelines No. 10 for Listed Companies on the Shenzhen Stock Exchange - Management of Share Changes" (hereinafter referred to as "the Share Change Management Guidelines"), "Self-Regulatory Guidelines No. 18 for Listed Companies on the Shenzhen Stock Exchange - Reduction of Shares by Shareholders and Directors, Senior Management Personnel", "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board - Standard Operations" (hereinafter referred to as "the Main Board Standard Guidelines"), "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as "the Hong Kong Listing Rules") Appendix C3 "Code of Conduct for Securities Transactions by Directors of Listed Issuers" (hereinafter referred to as "the Code"), "Securities and Futures Ordinance" (Cap. 571 of the Laws of Hong Kong), and other relevant laws, regulations, normative documents, as well as the provisions of the "Articles of Association of Hua Gong Technology Industry Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2 The shares held by senior personnel of the Company refer to all shares of the Company registered in their names and held through others' accounts, non-listed shares that can be converted or exchanged into shares of the Company, and their derivatives (including stock options and stock appreciation rights issued under equity incentive plans). For those engaging in margin trading, the shares held also include those recorded in their credit accounts.
Article 3 Before trading the Company's stocks and their derivatives, senior personnel must be aware of the prohibitions against insider trading, market manipulation, and short-term trading as stipulated in the Company Law, Securities Law, and the Securities and Futures Ordinance of Hong Kong, as well as other relevant laws, administrative regulations, departmental rules, normative documents, and the securities regulatory rules of the stock exchange where the Company's shares are listed. They must not engage in illegal or non-compliant transactions.
Senior personnel must comply with the restrictive provisions regarding share changes in the Company Law, Securities Law, relevant laws, administrative regulations, rules of the China Securities Regulatory Commission, normative documents, and the rules of the stock exchange where the Company's shares are listed.
If senior personnel make commitments regarding changes in their shareholdings (including but not limited to changes in shareholding ratio, holding period, method of change, number of changes, and price of changes), they must strictly fulfill the commitments made.
Senior personnel who trade the Company's stocks through the interconnection mechanism between the mainland and Hong Kong stock markets must also comply with the relevant rules of the interconnection mechanism between the mainland and Hong Kong stock markets.