Management System for Shares Held by Directors and Senior Management and Changes Thereof
Chapter 1 General Provisions
Article 1 To strengthen the management of shares held by directors and senior management of Shenzhen Topband Co., Ltd. (hereinafter referred to as the "Company" or "this Company") and changes thereof, in accordance with the "Company Law," "Securities Law," "Management Rules for Shares Held by Directors and Senior Management of Listed Companies," "Stock Listing Rules of Shenzhen Stock Exchange," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 10 - Share Change Management," and other relevant laws, regulations, normative documents, and the "Articles of Association," combined with the Company's actual situation, this system is hereby formulated.
Article 2 This system applies to the directors and senior management of the Company. The directors and senior management referred to in this system shall be determined in accordance with relevant laws, regulations, and the "Articles of Association."
Article 3 Shares of the Company held by directors and senior management refer to all shares of the Company registered in their names or held through accounts of others.
If directors and senior management of the Company engage in margin trading and securities lending, the shares of the Company held by them shall also include shares recorded in their margin accounts.
Article 4 Directors and senior management of the Company shall comply with the restrictive provisions on share transfers stipulated in the "Company Law," "Securities Law," and relevant laws, administrative regulations, rules, and normative documents of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the rules of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"). If directors and senior management of the Company make commitments regarding matters related to their share changes, they shall strictly abide by them.
Chapter 2 Reporting of Trading of Company Shares
Article 5 The Secretary of the Board of Directors of the Company shall be responsible for managing the data and information on the identity and shareholdings of the Company's directors and senior management, as well as natural persons, legal persons, or other organizations specified in Article 25 of this system. The Secretary of the Board shall uniformly handle online reporting of personal information for the aforementioned personnel and shall inspect the disclosure of trading of Company shares by the aforementioned personnel on a quarterly basis. If any violations are found, the CSRC and the SZSE shall be reported in a timely manner.
Chapter 3 General Principles and Regulations for Trading of Company Shares
Article 6 Directors and senior management of the Company shall, within the following periods, entrust the Company to report their personal information and that of their close relatives (including spouses, parents, children, siblings, etc.) through the SZSE website, including their names, positions, identity document numbers, securities accounts, and departure dates: (1) When the Company registers for initial listing of shares; (2) Within two trading days after the appointment of new directors is approved by the shareholders' meeting (or the employee representative assembly); (3) Within two trading days after the appointment of new senior management is approved by the Board of Directors; (4) Within two trading days after any change occurs in the personal information previously reported by incumbent directors and senior management; (5) Within two trading days after incumbent directors and senior management leave their positions; (6) Other times as required by the SZSE. The above reported information shall be deemed an application by the relevant personnel to the SZSE for the management of their Company shares in accordance with relevant regulations.
Article 7 The Company and its directors and senior management shall ensure that the information reported to the SZSE is true, accurate, timely, and complete. They agree to the SZSE's timely disclosure of changes in the shareholdings of the relevant personnel and shall bear the legal liabilities arising therefrom.