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拓尔思: 董事、高级管理人员所持本公司股份及其变动管理办法(2025年7月)

Core Points - The document outlines the management measures for the shares held by the directors and senior management of Toris Information Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The management measures are established to strengthen the oversight of shares held by directors and senior management, based on various laws and regulations [1] - The measures apply to all shares held by directors and senior management, including those held through others' accounts [1] Group 2: Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2] - Additional restrictions apply if the company is under investigation for securities violations or if the individual is under investigation related to the company [2] Group 3: Share Transfer Limits - Directors and senior management can only transfer up to 25% of their total shares each year, with exceptions for certain circumstances like judicial enforcement [3] - If a director or senior management holds fewer than 1,000 shares, they may transfer all shares at once without restriction [3] Group 4: Information Reporting and Disclosure - Directors and senior management must report their personal and family information to the Shenzhen Stock Exchange and the China Securities Depository and Clearing Corporation within specified timeframes [6] - The company must ensure the accuracy and timeliness of the reported data and is responsible for any legal consequences arising from inaccuracies [6] Group 5: Share Management and Locking Mechanisms - Shares acquired through various means are subject to automatic locking, with different rules for shares acquired before and after the company has been listed for one year [9][10] - Upon leaving the company, directors and senior management must report their information and their shares will be locked for six months [11] Group 6: Additional Provisions - The document allows for the establishment of longer transfer prohibition periods or additional transfer restrictions as per the company's articles of association [13] - The board of directors is responsible for interpreting and revising these management measures [12]