Berry Gene: Management system for the company’s shares held by directors and senior managers and their changes
Chengdu Berry and Kang Gene Technology Co., Ltd.
Management system for the company’s shares held by directors and senior managers and their changes
Chapter 1 General Provisions
Article 1 In order to strengthen the management of the company's shares held by the directors and senior managers of Chengdu Berry and Kang Gene Technology Co., Ltd. (hereinafter referred to as the "Company") and their changes, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the "Management Rules for the Company's Shares Held by the Directors and Senior Managers of Listed Companies and their Changes" "Shenzhen Stock Exchange Stock Listing Rules" "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies" "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 10 - Share Change Management" "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 No. - Reduction of Shareholdings by Shareholders, Directors and Senior Managers" and other laws, regulations, normative documents and the relevant provisions of the "Articles of Association of Chengdu Berry and Kang Gene Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the actual situation of the company, this system is specially formulated.
Article 2 Before buying and selling the company's stocks and their derivatives, the company's directors and senior managers should be aware of the provisions of the Company Law, Securities Law and other laws, regulations and normative documents regarding insider trading, market manipulation and other prohibited behaviors, and shall not engage in illegal transactions.
Article 3 The shares of the company held by the directors and senior managers of the company refer to all the shares of the company registered in their names and held using the accounts of others. The company's directors and senior managers who engage in margin trading and securities lending transactions also include the company's shares recorded in their credit accounts.
Chapter 2 Information Declaration and Disclosure
Article 4 Directors and senior managers of a company shall entrust the company to declare to the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") the identity information (including but not limited to name, position held, ID number, securities account, time of leaving office, etc.) of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) within the following time:
(1) When the company’s directors and senior managers apply for initial stock registration in the company;
(2) Within two trading days after the new director’s appointment matters are approved by the shareholders’ meeting (or employee congress);
(3) Within two trading days after the board of directors approves the appointment of the new senior manager;
(4) Within two trading days after the personal information reported by current directors and senior managers changes;
(5) Within two trading days after the current directors and senior managers leave office;
(6) Other times required by Shenzhen Stock Exchange.
The above declaration information is regarded as an application submitted by relevant persons to the Shenzhen Stock Exchange to manage their shares of the company in accordance with relevant regulations.
Article 5 The company and its directors and senior managers shall ensure that the information reported to the Shenzhen Stock Exchange is true, accurate, timely and complete, agree to the Shenzhen Stock Exchange’s timely announcement of changes in the company’s shares held by relevant personnel, and bear the resulting legal liabilities.
Article 6 The company shall confirm the information related to the share management of directors and senior managers in accordance with the requirements of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "China Securities Depository and Clearing Co., Ltd. Shenzhen Branch"), and provide timely feedback on the confirmation results. If any legal disputes arise due to confirmation errors or untimely feedback and correction of information, the company will resolve it itself and bear relevant legal responsibilities.
Article 7 After the directors and senior managers of the company entrust the company to declare personal information, the Shenzhen Stock Exchange will send their declaration data to China Securities Clearing Company Shenzhen Branch, and lock the registered shares of the company in the securities account opened under their ID number.
The company's shares without sales restrictions that are added during the year in the securities accounts of directors and senior managers of companies that have been listed for more than one year through secondary market purchases, convertible bond conversions, exercise of rights, agreement transfers, etc. will be automatically locked at 75%; newly added shares with sales restrictions will be included in the calculation base of transferable shares in the following year.
The newly added shares of the company in the securities accounts of directors and senior managers of companies that have been listed for less than one year will be automatically locked at 100%.
If the Articles of Association or other documents stipulate a longer transfer prohibition period, a lower proportion of transferable shares, or other transfer restrictions for directors and senior managers to transfer the shares they hold in the company, they must report to the Shenzhen Stock Exchange in a timely manner. CSDC Shenzhen Branch locks the shares in accordance with the lock-up ratio determined by the Shenzhen Stock Exchange.
If the shares held by the company's directors and senior managers are registered as shares with sales restrictions, when the conditions for lifting the sales restrictions are met, the directors and senior managers can entrust the company to apply to the Shenzhen Stock Exchange and China Clearing Shenzhen Branch to lift the sales restrictions. After the sales restrictions are lifted, China Clearing Shenzhen Branch will automatically unlock the shares within the remaining limit of transferable shares in the names of directors and senior managers, and the remaining shares will be automatically locked.
Article 8 If, due to the company's issuance of shares, implementation of equity incentive plans, etc., additional transfer prices, additional performance evaluation conditions, sales restrictions and other restrictive conditions are imposed on the transfer of the company's shares held by directors and senior managers, the company shall apply to the Shenzhen Stock Exchange when going through procedures such as share change registration or exercise of rights, and China Securities Clearing Shenzhen Branch will register the shares held by the relevant personnel as shares with sales restrictions.
Article 9 Before buying or selling the company's stocks and their derivatives, the company's directors and senior managers shall notify the secretary of the board of directors in writing of their trading plans. The secretary of the board of directors shall check the company's information disclosure and the progress of major events, and judge whether the trading behavior complies with the information disclosure regulations. If the trading behavior may violate laws and regulations, relevant regulations of the Shenzhen Stock Exchange and the Articles of Association, the secretary of the board of directors shall promptly notify the directors and senior managers who plan to trade and sell in writing and remind them of the relevant risks.
Directors and senior managers of the company shall report to the listed company within two trading days from the date of any change in the shares held by the company, declare to the Shenzhen Stock Exchange through the company, and make an announcement on the designated website of the Shenzhen Stock Exchange. The announcement includes:
(1) Number of shares held before this change;
(2) The date, quantity, and price of this share change;
(3) Number of shares held after change;
(4) Other matters required to be disclosed by the Shenzhen Stock Exchange.
If the company's directors and senior managers and the company refuse to declare or disclose, the Shenzhen Stock Exchange may publicly disclose the above information on its designated website.
Article 10 If the company's directors and senior managers hold shares of the company and the proportion of changes in the company's shares reaches the provisions of the "Administrative Measures for Acquisitions of Listed Companies", they shall also perform reporting and disclosure obligations in accordance with the "Administrative Measures for Acquisitions of Listed Companies" and other relevant laws, administrative regulations, departmental rules and business rules.
Article 11 If a company's directors and senior managers violate the provisions of Article 44 of the Securities Law and sell the company's stocks they hold within six months after buying them, or buy them again within six months after selling them, the profits derived therefrom shall belong to the company, and the company's board of directors shall take back the profits and disclose them in a timely manner.
The above-mentioned "sell within six months after purchase" refers to the sale within six months from the last purchase; "buy within six months after sale" refers to the purchase within six months from the last sale.
Article 12 Directors and senior managers of listed companies shall not engage in margin trading and securities lending transactions with the company’s stocks as the underlying securities.
Chapter 3 General Principles and Regulations on the Transferability of the Company’s Stocks
Article 13 During the term of office determined when the company takes office and within six months after the expiration of the term of office, the shares transferred by the company's directors and senior managers through centralized bidding, block transactions, agreement transfers, etc. each year shall not exceed 25% of the total number of shares of the company held by them, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc.
Article 14 During the lock-up period, the rights to income, voting rights, preferential allotment rights and other related rights and interests held by the company's shares held by directors and senior managers in accordance with the law will not be affected.
Article 15 Directors and senior managers of the company shall not buy or sell the company’s stocks during the following periods:
(1) Within 15 days before the announcement of the company’s annual report or semi-annual report, if the announcement date is postponed due to special reasons, the calculation will start from the 15 days before the original scheduled announcement date;
(2) Within five days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;
(3) From the date of the occurrence of a major event that may have a greater impact on the trading price of the company's stocks and its derivatives, or during the decision-making process, to the date of disclosure in accordance with the law;
(4) Other periods specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 16 The company’s directors and senior managers shall ensure that the following natural persons, legal persons or other organizations do not engage in the behavior of buying or selling the company’s stocks and their derivatives due to knowledge of inside information:
(1) Spouses, parents, children, brothers and sisters of the company’s directors and senior managers;
(2) Legal persons or other organizations controlled by the company’s directors and senior managers;
(3) Other natural persons, legal persons or other organizations determined by the China Securities Regulatory Commission, the Shenzhen Stock Exchange or the company based on the principle of substance over form to have a special relationship with the company or its directors and senior managers and who may have access to inside information.
Article 17 Under any of the following circumstances, directors and senior managers of the company shall not reduce their shareholdings:
(1) Within six months after I leave my job.
(2) The company is investigated by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures violations, or is subject to administrative penalties or sentenced to a prison sentence of less than six months.
(3) I have been investigated by the China Securities Regulatory Commission or judicial authorities for investigation of securities and futures crimes related to the company, or have been administratively punished or sentenced to a sentence of less than six months.
(4) I have been administratively punished by the China Securities Regulatory Commission for violating laws related to securities and futures and have not paid the fines and confiscations in full, unless otherwise provided for by laws and administrative regulations or if the reduction of holdings is used to pay the fines and confiscations.
(5) It has been less than three months since I was publicly reprimanded by the Shenzhen Stock Exchange for violating laws and regulations related to the company.
(6) If a company may be involved in a major violation of laws and forced delisting as stipulated in the business rules of the Shenzhen Stock Exchange, it will be delisted from the date of the relevant advance notification of administrative penalties or the issuance of judicial decisions until any of the following circumstances occur:
The company’s shares are terminated and delisted;
The company has received relevant administrative penalty decisions or effective judicial rulings from the People's Court, which shows that the company has not been forced to delist due to major violations of the law.
(7) Other situations stipulated in laws, regulations and business rules of the Shenzhen Stock Exchange.
Chapter 4 Accountability
Article 18 Directors, senior managers of the company, natural persons, legal persons or other organizations specified in this system, and shareholders holding more than 5% of the company's shares violate this system by buying and selling the company's shares, unless the relevant parties provide sufficient evidence to the company to convince the company that the transaction in violation of the provisions of this system is not an expression of the party's true intention (such as the securities account being illegally used by others, etc.), the proceeds thus obtained belong to the company, and the company's board of directors is responsible for recovering the proceeds. If it causes significant impact or loss to the company, the company may require them to bear compensation liability. If the circumstances are serious, the company will punish the relevant responsible persons or refer them to relevant departments for punishment.
Article 19 If a company director or senior manager violates this system by buying or selling the company's shares, and is punished by a notification or criticism from the supervisory authority and recorded in the integrity file, the company will have an impact on the company. Depending on the severity of the case, the company will give the person responsible a warning, a notification of criticism, demotion, removal, or recommendation to the board of directors, shareholders' meeting or employee congress to remove him or her.
Article 20 If a company's directors or senior managers purchase and sell company shares that seriously violate the provisions of relevant laws, regulations, and normative legal documents, they may be transferred to judicial authorities in accordance with the law and their criminal liability shall be investigated.
Article 21 Regardless of whether it is an expression of the true intention of the parties, the company shall keep complete records of violations of this system and the handling thereof; if it is necessary to report or publicly disclose to the securities regulatory authorities in accordance with regulations, it shall report or publicly disclose to the securities regulatory authorities in a timely manner.
Article 22 If a company's directors and senior managers engage in illegal or illegal behavior of buying and selling the company's shares, the company's board secretary shall immediately report to the supervisory person in charge of the Shenzhen Stock Exchange and the China Securities Regulatory Commission's regulatory bureau where the company is located after learning the relevant information. In addition to assuming corresponding responsibilities, those responsible for illegal trading of the company's stocks should also explain the violations as soon as possible and submit them to the Shenzhen Stock Exchange and the China Securities Regulatory Commission for filing with the regulatory bureau where the company is located. If it causes a major impact on the company, they should also publicly apologize to investors.
Chapter 5 Supplementary Provisions
Article 23 The secretary of the company's board of directors is responsible for managing the identity information of the company's directors, senior managers and natural persons, legal persons or other organizations specified in this system, as well as the data and information on the company's shares held by them, handling the online declaration of personal information for the above personnel, and regularly checking the disclosure of their purchases and sales of the company's shares.
Article 24 The terms used in this system, unless otherwise required by the context, have the same meaning as those used in the Articles of Association.
Article 25 Matters not covered by this system shall be implemented in accordance with relevant national laws and regulations, relevant provisions of regulatory agencies, and the Articles of Association. If this system is inconsistent with relevant laws and regulations, relevant provisions of regulatory agencies, and the provisions of the Articles of Association, the laws, regulations, relevant provisions of regulatory agencies, and the Articles of Association shall be followed.
Article 26 This system shall come into effect from the date of review and approval by the company's board of directors.
Article 27 The company's board of directors is responsible for formulating, revising and interpreting this system.
Chengdu Berry and Kang Gene Technology Co., Ltd.
December 2025