Transwarp(SH:688031) Zheng Quan Zhi Xing·2025-07-17 16:14General Principles - The management system for the shares held by directors and senior management of StarRing Information Technology (Shanghai) Co., Ltd. aims to clarify the procedures for handling share ownership and changes in accordance with relevant laws and regulations [1][2] - The system is applicable after the issuance of H shares and is designed to ensure compliance with the Company Law, Securities Law, and other regulatory guidelines [1][2] Shareholding and Trading Restrictions - Directors and senior management are prohibited from engaging in margin trading or derivative transactions involving the company's shares [2] - Share transfers by directors and senior management must comply with legal and regulatory requirements, including commitments regarding shareholding ratios and transfer methods [2][3] - Specific conditions under which shares cannot be transferred include the first year after the company's stock is listed, within six months after leaving the company, and during ongoing investigations or legal proceedings [3][4] Trading Blackout Periods - Directors and senior management are restricted from trading company shares during specific periods, such as 15 days before annual and semi-annual reports, and 5 days before quarterly reports [4] - Additional restrictions apply when significant events that could impact share prices occur, until the information is disclosed [4] Reporting and Disclosure Requirements - Directors and senior management must report their shareholding changes within two trading days and disclose details such as the number of shares before and after the change, the date, and the reason for the change [9][12] - Any planned share reductions must be reported to the Shanghai Stock Exchange 15 trading days in advance, including details about the number of shares, source, and reasons for the reduction [8][9] Compliance and Penalties - The company is responsible for ensuring that directors and senior management do not engage in insider trading or other illegal activities related to share transactions [12] - Violations of the management system may result in disciplinary actions by the company and potential legal consequences [12][14] Implementation and Effectiveness - The management system will take effect upon the company's first public issuance of H shares and listing on the Hong Kong Stock Exchange, replacing any previous regulations [14]