美芯晟: 《董事和高级管理人员持有和买卖公司股票管理制度》（2025年修订）

General Provisions - The company establishes a management system for the shares held and traded by its directors and senior management to enhance oversight and clarify procedures [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [2] Information Reporting - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring quarterly checks on share trading disclosures [4] - Directors and senior management must report their shareholding information within two trading days of any changes [5][6] Trading and Disclosure of Shares - Directors and senior management must notify the board secretary of their trading plans in writing before executing trades, and the board must assess any potential risks [10] - Any changes in shareholding must be reported within two trading days, including details such as pre-trade share quantity and post-trade share quantity [11][12] Share Transfer Restrictions - Directors and senior management are prohibited from transferring shares under specific conditions, such as within one year of the stock's listing or within six months after leaving the company [5][6] - The company may impose longer transfer restrictions or lower transfer ratios through its articles of association [6] Trading Limitations - Directors and senior management are restricted from trading shares during certain periods, including 15 days before annual and semi-annual reports [10][12] - They are also prohibited from engaging in derivative trading based on the company's shares [9][12] Legal Responsibilities and Penalties - Violations of the management system by directors and senior management may result in penalties from regulatory authorities, with financial penalties ranging from 5% to 10% of the involved trading amount [12][13] - The company retains the right to interpret the management system and make amendments as necessary [13]