Transtrue(SZ:002771) Zheng Quan Zhi Xing·2025-06-26 16:47Core Points - The document outlines the management system for the shareholding and trading activities of shareholders, directors, and senior management of Beijing Zhen Shitong Technology Co., Ltd. [1] - The system is established to comply with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: Applicability and Definitions - The system applies to major shareholders (holding more than 5% of shares), specific shareholders, directors, and senior management [2] - Senior management is defined as those appointed by the board of directors as per the company's articles of association [2] - All shareholding activities must comply with relevant laws and regulations, including restrictions on insider trading and market manipulation [3] Group 2: Reporting and Disclosure Requirements - Major shareholders and directors must ensure accurate and timely reporting of their shareholdings to the Shenzhen Stock Exchange [4] - Directors and senior management must report their personal and immediate family members' shareholding information within specified timeframes [4][5] - Any changes in shareholding must be disclosed within two trading days [12] Group 3: Trading Principles and Restrictions - Directors and senior management must notify the board secretary of their trading plans in writing before executing trades [12] - There are restrictions on trading during specific periods, such as before the announcement of financial reports [31] - Directors and senior management are prohibited from transferring shares within six months of leaving their positions [6][11] Group 4: Share Reduction Regulations - Major shareholders are limited in their ability to reduce shareholdings, with specific caps on the percentage of shares that can be sold within a 90-day period [20][21] - Share reductions must comply with legal and regulatory commitments made by the shareholders [19] - Special conditions apply to the transfer of shares through agreements, including minimum transfer ratios and pricing guidelines [22][23] Group 5: Prohibited Trading Situations - Certain conditions prohibit major shareholders and directors from selling shares, such as ongoing investigations or legal actions against the company [24][25] - Directors and senior management are also restricted from trading under specific circumstances related to legal or regulatory issues [26][27] Group 6: Final Provisions - The system will be executed in accordance with relevant laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [36] - The board of directors is responsible for interpreting the system, which will take effect upon approval [38]