Interim Measures of Shenzhen Stock Exchange for the Administration of Warrants

　　 general provisions

Article 1 These Measures are formulated in accordance with the Securities Law and other laws, administrative regulations and the relevant business rules of the Exchange in order to regulate the business operation of warrants, maintain normal market order and protect the legitimate rights and interests of investors.

Article 2 The warrant referred to in these Measures refers to the issuer of the target securities or a third party other than the issuer (hereinafter referred to as the issuer)

In case of issuance, the agreed holder has the right to purchase or sell the underlying securities from the issuer at the agreed price within the specified period or on a specific maturity date, or collect the settlement difference in cash settlement.

Article 3 The issuance, listing, trading and exercise of warrants on the Exchange shall be governed by these Measures. Where there are no provisions in these Measures, other relevant provisions of the Exchange shall apply.

Article 4 The Exchange shall supervise the issuance, listing, trading, exercise and information disclosure of warrants, unless otherwise stipulated by the CSRC.

Article 5 The registration, custody and settlement of the warrants issued, listed, traded and exercised in the Exchange shall be handled by the securities registration and clearing institution designated by the Exchange.

　　 Chapter II Issuance and Listing of Warrants

Article 6 Where an issuer applies to issue warrants and list them on the Bourse, it shall submit application materials to the Bourse before issuance. The Exchange shall issue review opinions within 20 working days from the date of acceptance and report to the CSRC for filing.

The content and format of the application materials mentioned in the preceding paragraph shall be separately formulated by the Exchange.

Article 7 After the warrant issuance application is approved by the Exchange, the issuer shall publish the warrant issuance prospectus in at least one designated newspaper and website within two to five working days before the issuance.

The content and format of the warrant issuance prospectus shall be separately prescribed by the Exchange.

Article 8 The issuer shall, within 2 working days after the completion of the issuance of warrants, submit the results of the issuance of warrants to the Exchange and submit the application materials for listing of warrants.

After the warrant listing application is approved by the Exchange, the issuer shall disclose the listing announcement on at least one designated newspaper and website 2 working days before the listing of its warrants.

Article 9 Where the underlying securities of warrants applied for listing on the Exchange are stocks, the underlying stocks shall meet the following conditions on the date of application for listing:

（1） The market value of tradable shares in the last 20 trading days is not less than 3 billion yuan;

（2） The cumulative turnover rate of stock trading in the last 60 trading days is more than 25%;

（3） The circulating share capital shall not be less than 300 million shares;

（4） Other conditions stipulated by the Exchange.

If the underlying securities are other securities, the qualification conditions shall be separately stipulated by the Exchange.

Article 10 Warrants applying for listing on the Exchange shall meet the following conditions:

（1） Agree on the warrant type, exercise price, duration, exercise date, exercise settlement method, exercise proportion and other elements;

（2） The number of warrants applied for listing shall not be less than 50 million;

（3） The number of investors holding more than 1000 warrants shall not be less than 100;

（4） The duration from the listing date is more than 6 months but less than 24 months;

（5） The issuer has provided performance guarantee in accordance with Article 11 of these Measures;

（6） Other conditions stipulated by the Exchange.

Article 11 For warrants issued by a third party other than the issuer of the underlying securities and listed on the Exchange, the issuer shall provide performance guarantee in accordance with one of the following provisions:

（1） Provide and maintain a sufficient amount of underlying securities or cash through a special account as performance guarantee.

Number of underlying securities of performance guarantee=number of warrants listed × exercise ratio × guarantee coefficient;

Cash amount of performance guarantee=number of warrants listed × exercise price × exercise proportion × guarantee coefficient. The guarantee coefficient shall be issued by the Exchange and adjusted in due course.

（2） Provide an institution approved by the Exchange as an irrevocable joint liability guarantor for performance.

The issuer shall ensure that the underlying securities or cash provided for performance guarantee in accordance with Item (1) of the preceding paragraph are free from pledge, judicial freeze or other rights defects. During the duration of the warrant, if the underlying securities or cash used for performance guarantee have rights defects, the issuer shall timely disclose them and take measures to make the performance guarantee meet the requirements again.

Article 12 An issuer applying for listing of warrants shall submit the following documents to the Exchange:

（1） Listing application;

（2） Description of warrant issuance;

（3） Listing announcement;

（4） Report on the holding of underlying securities and warrants by directors, supervisors and senior managers, and application for lock up;

（5） Other documents required by the Exchange.

The content and format of the listing announcement shall be separately prescribed by the Exchange.

Article 13 The issuer shall sign a listing agreement with the Bourse before the listing of warrants, specifying the rights, obligations and relevant matters of both parties.

Article 14 Under any of the following circumstances, the listing of warrants will be terminated:

（1） The duration of the warrant expires;

（2） The warrants have been fully exercised within the duration;

（3） Other circumstances identified by the Exchange.

Five trading days before the expiration of the warrant period, the trading of the warrant will be terminated, but the warrant can be exercised.

Article 15 The issuer shall issue an indicative announcement of termination of listing at least 7 working days before the expiration of the duration of the warrants.

Article 16 The issuer shall publish a notice on the delisting of warrants within 2 working days after the delisting of warrants.

Article 17 The ownership requires the issuer and relevant investors to perform relevant information disclosure obligations according to market needs.

The Issuer shall designate a full-time person as the contact person for warrant information disclosure.

　　 Chapter III Trading and Exercise of Warrants

Section I Trading

Article 18 The securities companies recognized by the Exchange as members of the Exchange (hereinafter referred to as members of the Exchange) may buy and sell warrants on their own or on behalf of investors.

Article 19 The members of the Exchange shall introduce the relevant business rules to the investors of initial trading of warrants, fully disclose the possible risks, and require them to sign the risk disclosure statement. The risk disclosure statement shall be uniformly formulated by the Exchange.

Article 20 The number of single warrant purchase and sale orders shall not exceed 1 million, and the minimum change unit of the order price is 0.001 yuan. The number of warrants purchased is an integral multiple of 100.

Article 21 Warrants purchased on the same day may be sold on the same day.

Article 22 The trading of warrants shall be subject to price limits, which shall be calculated according to the following formula:

The rising price of the warrant=the closing price of the warrant on the previous day+(the rising price of the underlying securities on the current day - the closing price of the underlying securities on the previous day) × 125% × the exercise ratio;

The decline price of the warrant=the closing price of the warrant on the previous day - (the closing price of the underlying securities on the previous day - the decline price of the underlying securities on the current day) × 125% × the exercise ratio.

When the calculation result is less than or equal to zero, the decline price of the warrant is the minimum unit of price change.

Article 23 The reference price for the opening of warrants on the first day of listing shall be calculated by the recommendation institution; If there is no recommendation institution, the issuer shall calculate and submit the calculation results to the Exchange.

Article 24 The Bourse shall publish the list of the holders of each negotiable warrant and the number of warrants that reach or exceed 5% of the negotiable number before the opening of the market every day.

Article 25 A warrant issuer shall not buy or sell the warrants issued by itself, and the issuer of the underlying securities shall not buy or sell the warrants corresponding to the underlying securities.

Article 26 Insider information is prohibited from using insider information to conduct warrant trading activities and obtain illegitimate interests.

Article 27 No one is allowed to engage in the following activities:

（1） Direct manipulation of warrant prices;

（2） Influence the price of corresponding warrants by manipulating the price of underlying securities;

（3） The price of underlying securities can be affected by manipulating the price of warrants.

Article 28 Where the trading of the underlying securities is suspended, the trading of the warrants shall be suspended accordingly; Where the underlying securities are resumed, the warrants shall be resumed. The Exchange has the right to suspend warrant trading according to market needs.

Article 29 For the warrants that have been listed and traded, the qualified institutions may create the same type of warrants, and the specific requirements shall be separately stipulated by the Exchange.

Section 2 Exercise

Article 30 Where the warrant holders exercise their rights, they shall entrust the members of the Exchange to report through the trading system of the Exchange.

Article 31 The exercise of warrants shall be reported in shares.

Article 32 The declaration order for exercise on the same day shall be effective on the same day and may be revoked on the same day.

Article 33 The warrants purchased on the same day may be exercised on the same day. The underlying securities obtained during the exercise on the same day shall not be sold on the same day.

Article 34 In case of ex right and ex dividend of the underlying securities, the issuer or sponsor of the warrants shall make corresponding adjustments to the exercise price and exercise proportion of the warrants and submit them to the Exchange in a timely manner.

Article 35 Where the underlying securities are ex rights, the exercise price and exercise proportion of the warrants shall be adjusted according to the following formulas:

New exercise price=original exercise price × (reference price of the underlying securities on the ex right date/closing price of the underlying securities on the day before ex right);

The new exercise ratio=the original exercise ratio × (the closing price of the underlying securities on the day before the ex right/the reference price of the underlying securities on the ex right day).

Article 36 In case of ex dividend of the underlying securities, the exercise ratio shall remain unchanged, and the exercise price shall be adjusted according to the following formula:

The new exercise price=the original exercise price × (the reference price of the underlying securities on the ex dividend date/the closing price of the underlying securities on the day before ex dividend).

Article 37 Where the exercise of warrants is settled in cash, the warrant holders shall collect cash based on the difference between the exercise price and the settlement price of the underlying securities on the exercise date and the exercise fees when exercising.

The settlement price of the underlying securities mentioned in the preceding paragraph shall be the average of the daily closing prices of the underlying securities ten trading days before the exercise date.

Article 38 If the warrant exercise is settled by securities payment, the warrant holder shall pay the price calculated according to the exercise price and the quantity of the underlying securities and obtain the underlying securities when exercising the warrant; When exercising, the holder of the put warrant shall deliver the underlying securities and obtain the price calculated according to the exercise price and the number of underlying securities.

Article 39 If the exercise is carried out by cash settlement and the warrants are in the money at the expiration of the exercise period, the issuer shall automatically pay the cash spread to the warrant holders who have not exercised the warrants within three working days after the expiration of the exercise period.

If the warrant is exercised by means of securities payment settlement and the warrant is in the money at the expiration of the exercise period, the member of the Exchange who handles the exercise of the warrant on behalf of the warrant shall remind the warrant holders who have not exercised the warrant that the warrant is about to expire five trading days before the expiration of the warrant period, or exercise the warrant on behalf of them as agreed in advance.

Article 40 The commission and fees of warrant trading shall be subject to the standards of funds listed and traded on the Exchange.

　　 Chapter IV Penalty Provisions

Article 41 Where a warrant issuer violates these Measures or the relevant business rules of the Exchange, the Exchange may order it to make corrections and, depending on the seriousness of the case, impose the following punishments:

（1） Circulate a notice of criticism;

（2） Public condemnation;

（3） Other measures deemed necessary by the Exchange.

Article 42 Where a member of the Exchange violates these Measures or other business rules of the Exchange, the Exchange may, depending on the seriousness of the circumstances, impose the following punishments:

（1） Order correction;

（2） Circulate a notice of criticism;

（3） Public condemnation;

（4） Suspend its proprietary or brokerage business of warrants, and restrict its purchase of warrants in proprietary or brokerage business;

（5） Other measures deemed necessary by the Exchange.

Article 43 Where a member of the Exchange seriously violates the clearing rules of a securities registration and clearing institution, the Exchange may, upon the request of the securities registration and clearing institution, suspend his own warrant business or brokerage business, or restrict him from buying warrants in his own warrant business or brokerage business.

Article 44 The Bourse shall conduct real-time monitoring of warrant trading. In case of abnormal trading, or suspicion of insider trading or market manipulation, the Bourse may take the following measures according to the specific circumstances:

（1） Verbal warning to relevant personnel;

（2） Interview with relevant personnel;

（3） Restrict warrant trading of securities accounts with significant abnormal trading conditions;

（4） Report to the CSRC.

　　 Chapter V Supplementary Provisions

Article 45 The meanings of the following terms in these Measures are as follows:

（1） Underlying securities: securities that the issuer promises to purchase or sell to warrant holders according to agreed conditions.

（2） Warrants: issued by the issuer, the agreed holder has the right to purchase the underlying securities from the issuer at the agreed price within the specified period or on a specific maturity date.

（3） Put warrant: the securities issued by the issuer that the agreed holder has the right to sell the underlying securities to the issuer at the agreed price within the specified period or on a specific maturity date.

（4） Exercise: The warrant holder requires the issuer to perform the obligations agreed by the warrant at the agreed time, price and manner.

（5） Exercise price: the price at which the warrant holder purchases or sells the underlying securities to the issuer, as agreed upon by the issuer when issuing warrants.

（6） Exercise ratio: the number of underlying securities that can be purchased or sold by a warrant.

（7） Securities payment settlement means that when the warrant holder exercises, the issuer has the obligation to sell or purchase the underlying securities to the warrant holder at the exercise price.

（8） Cash settlement method: refers to the difference between the exercise price and the settlement price of the underlying securities paid by the issuer to the warrant holder in accordance with the agreement when the warrant holder exercises.

（9） In the money warrant: refers to the warrant that the sum of the exercise price and the exercise fee of the warrant is lower than the settlement price of the underlying securities when the warrant holder exercises; Or the sum of the exercise fee and the settlement price of the underlying securities is lower than the exercise price of the put warrants.

Article 46 The terms "above" and "below" as mentioned in these Measures include the given number, while the terms "over" and "below" do not include the given number.

Article 47 These Measures shall come into force after being approved by the Board of Directors of the Exchange and submitted to the CSRC for approval, and the same shall apply to amendments.

Article 48 The Exchange shall be responsible for the interpretation of these Measures.