DaAn Gene: Management system for company shares held by directors and senior managers and their changes (October 2025)
Guangzhou Da'an Gene Co., Ltd.
Management system for company shares held by directors and senior managers and their changes
Chapter 1 General Provisions
Article 1 In order to strengthen the management of Guangzhou Da'an Gene Co., Ltd. (hereinafter referred to as the "Company" or the "Company") on the holding and trading of the company's stocks by directors and senior managers, 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 Shenzhen Stock Exchange Stock Exchange This system is formulated in accordance with laws, administrative regulations, departmental rules and normative documents such as Municipal Rules, "Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and Their Changes", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 10 - Management of Share Changes" and the "Articles of Association of Guangzhou Da'an Gene Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This system applies to the management of the holding and trading of company stocks by the company's directors and senior managers and the natural persons, legal persons or other organizations specified in Article 21 of this system.
The company's shares held by the company's directors and senior managers refer to all the company's shares registered in their names and held using other people's accounts.
If directors and senior managers of a company engage in margin trading and securities lending transactions, their shares of the company also include the shares of the company recorded in their credit accounts. They should also abide by this system and perform relevant inquiry and reporting obligations.
Directors and senior managers of a company who entrust others to buy and sell stocks on their behalf shall be deemed to have done so on their own behalf, and they shall also abide by this system and perform relevant inquiry and reporting obligations.
Article 3 The company, its directors and senior managers should be aware of the provisions of the Company Law, the Securities Law and other laws, regulations and normative documents regarding insider trading, market manipulation and other prohibited behaviors before buying and selling the company's stocks and their derivatives, and shall not engage in illegal transactions.
Chapter 2 Management of Shareholding Changes
Article 4 Before buying or selling the company's stocks and their derivatives, the company's directors and senior managers shall notify the board secretary of their buying and selling plans in writing. The board secretary shall check the company's information disclosure and the progress of major events. If the trading behavior may be inappropriate, the board secretary shall promptly notify the directors and senior managers who intend to buy or sell in writing and remind them of the relevant risks.
Article 5 If directors and senior managers of a listed company plan to transfer shares through centralized bidding or block trading on the stock exchange, they shall report to the stock exchange and disclose their shareholding reduction plan fifteen trading days before the first sale.
The shareholding reduction plan should include the following contents:
(1) The number and source of shares to be reduced;
(2) Time range, price range, methods and reasons for holding reduction. The time range for holding reduction shall comply with the regulations of the stock exchange;
(3) An explanation of the absence of circumstances that prohibit the transfer of company shares held by directors and senior managers of listed companies;
(4) Other contents specified by the stock exchange.
After the implementation of the shareholding reduction plan is completed, directors and senior managers shall report to the stock exchange within two trading days and make an announcement; if the shareholding reduction is not implemented within the pre-disclosed time interval for shareholding reduction or the plan is not completed, the directors and senior managers shall report to the stock exchange within two trading days after the expiration of the shareholding reduction time interval and make an announcement.
If the shares of the company held by the directors and senior managers of a listed company are compulsorily enforced by the people's court through centralized bidding transactions or block transactions on the stock exchange, the directors and senior managers shall disclose the shares within two trading days after receiving the relevant enforcement notice. The disclosure content should include the number, source, method, time range, etc. of the shares to be disposed of.
Article 6 If the shares held by directors and senior managers of a listed company are reduced due to divorce, the parties who have transferred the shares and the parties who have transferred the shares shall continue to abide by the relevant provisions of these rules. Except as otherwise provided by laws, administrative regulations, and the China Securities Regulatory Commission.
Article 7 If directors and senior managers disclose their shareholding increase for the first time and plan to continue to increase their shareholding without disclosing their shareholding increase plan, they shall disclose their subsequent shareholding increase plan. If a shareholding increase plan is disclosed, the relevant shareholding increase entity shall also make a commitment to complete the shareholding increase plan within the above implementation period. After the relevant shareholding increase entity discloses the shareholding increase plan, when the planned implementation period of the shareholding increase plan is more than half, it shall notify the company on the day when the fact occurs, and entrust the company to disclose the progress announcement of the shareholding increase before the next trading day. Before the company releases an announcement on the completion of the implementation of the relevant shareholding increase entity's shareholding increase plan, the shareholding increaser shall not reduce its shareholding in the company.
Article 8 If, due to the company's public or non-public issuance of shares, implementation of equity incentive plans, etc., additional transfer prices, additional performance evaluation conditions, set sales lock-up periods and other restrictive conditions are imposed on directors and senior managers to transfer their shares of the company, the company shall handle the share transfer process. When updating registration or exercise procedures, apply to the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch) to register the shares held by relevant persons as shares with sales restrictions.
Article 9 Directors and senior managers of the company shall entrust the company to declare their personal and close relatives (including spouse, parents, children, brothers and sisters, etc.) information (including but not limited to name, position, ID number, securities account, time since leaving office, etc.) through the Shenzhen Stock Exchange website at the following time points or periods:
(1) Within two trading days after the new director approves his/her appointment matters at the shareholders’ meeting (or employee representative meeting) and the new senior manager’s appointment matters are approved by the board of directors;
(2) Within two trading days after the personal information reported by current directors and senior managers changes;
(3) Within two trading days after the current directors and senior managers leave office;
(4) Other times required by Shenzhen Stock Exchange.
The above declaration data is regarded as an application submitted by relevant personnel to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch to manage their shares of the company in accordance with relevant regulations.
Article 10 The company and its directors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data reported to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch, agree to the Shenzhen Stock Exchange’s timely announcement of relevant personnel’s buying and selling of the company’s stocks and their derivatives, and bear the legal liabilities arising therefrom.
Article 11 The company shall confirm the information related to the share management of directors and senior managers in accordance with the requirements of China Securities Clearing Company Shenzhen Branch, and provide timely feedback on the confirmation results.
Chapter 3 General Principles and Regulations on the Transferability of the Company’s Stocks
Article 12 The total number of shares of the company held by the directors and senior managers of the company at the end of the previous year shall be taken as the base to calculate the number of transferable shares.
The transferable but untransferred shares of the company's directors and senior managers in the current year are included in the total number of shares of the company held by them at the end of the year, and this total is used as the basis for calculating the transferable shares in the following year.
Article 13 During their term of office, the number of shares transferred by the company's directors and senior managers through centralized bidding, block transactions, agreement transfers, etc. every year shall not exceed 25% of the total number of shares held by them in the company, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc.
If the shares held by directors and senior managers do not exceed 1,000 shares, they may be transferred entirely at one time and are not subject to the restrictions on the transfer ratio in the preceding paragraph.
When the number of shares held by directors and senior managers of the company changes due to the company's equity distribution, capital reduction, etc., the number of transferable shares in the current year will change accordingly.
Article 14 The company's shares without sales restrictions added during the year in the securities accounts of the company's directors and senior managers 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.
Article 15 For directors and senior managers suspected of illegal transactions, China Securities Clearing Company Shenzhen Branch may lock the company's shares registered in their names in accordance with the requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Article 16 During the stock lock-up period, directors and senior managers shall enjoy income rights, voting rights, preferential allotment rights and other related rights and interests in the company's shares held by them in accordance with the law.
Article 17 After the company's directors and senior managers hold the company's restricted stocks that meet the conditions for lifting the restrictions, they may entrust the company to apply to the Shenzhen Stock Exchange and China Securities Clearing Company Shenzhen Branch for lifting the restrictions.
Chapter 4 Prohibitions on Trading of Company Stocks
Article 18 The company shares held by the company’s directors and senior managers may not be transferred under the following circumstances:
(1) Within one year from the date the company’s stocks are listed and traded;
(2) Within six months after the resignation of directors and senior managers;
(3) Directors and senior managers promise not to transfer the company stocks they hold within a certain period of time and are still within the commitment period;
(4) The company is investigated by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures violations, or is administratively punished or sentenced to a sentence of less than six months;
(5) I have been put on file for investigation by the China Securities Regulatory Commission or judicial authorities, or have been administratively punished or sentenced to a prison sentence of less than six months due to suspicion of securities and futures crimes related to the company;
(6) I have been administratively punished by the China Securities Regulatory Commission due to illegal activities related to securities and futures, and have not paid the fines and confiscations in full, except where laws and administrative regulations provide otherwise or where the reduction of holdings is used to pay fines and confiscations;
(7) I have been publicly reprimanded by the stock exchange for less than three months due to violations of laws and regulations related to the company;
(8) The company may be involved in a major violation of the law and is forced to delist, and it is within the transfer restriction period stipulated by the stock exchange;
(9) Other circumstances stipulated by laws, administrative regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 19 Directors and senior managers of a company shall abide by the relevant provisions of the Securities Law and violate the provisions by selling the company's stocks they hold within 6 months after buying them, or buying them again within 6 months after selling them. The proceeds shall belong to the company. The company's board of directors shall take back the proceeds and disclose the following information in a timely manner:
(1) The relevant personnel’s illegal trading of stocks;
(2) The remedial measures taken by the company;
(3) The calculation method of income and the specific circumstances of the recovery of income by the board of directors;
(4) Other matters required to be disclosed by the Shenzhen Stock Exchange.
The above-mentioned stocks or other equity-type securities held by directors and senior managers include stocks or other equity-type securities held by their spouses, parents, and children and those held using other people’s accounts.
The above "sell within 6 months after purchase" refers to the sale within 6 months from the last purchase; "sell within 6 months after sale" refers to the purchase within 6 months from the last sale.
Article 20 The directors and senior managers of the company shall not trade the company’s stocks during the following periods:
(1) Within 15 days before the company's annual report or semi-annual report is announced, if the announcement date is postponed due to special reasons, the calculation will start from 15 days before the original scheduled announcement date;
(2) Within 5 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 Shenzhen Stock Exchange.
Article 21 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 shares and their derivatives due to knowledge of inside information:
(1) Spouses, parents, children, brothers and sisters of company directors and senior managers;
(2) Legal persons or other organizations controlled by the company’s directors and senior managers;
(3) The company’s securities affairs representative and his or her spouse, parents, children, brothers and sisters;
(4) 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 22 When shareholders holding more than 5% of the company's shares buy and sell stocks, the provisions of Article 19 of this system shall be followed.
Article 23 The company’s directors, senior managers and shareholders holding more than 5% of the company’s shares are not allowed to engage in margin trading and securities lending transactions with the company’s stocks as the underlying securities.
Chapter 5 Disclosure of Holding and Trading of Company Stocks
Article 24 The secretary of the company's board of directors is responsible for managing the identity of the company's directors, senior managers and the natural persons, legal persons or other organizations specified in Article 19 of 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 stocks.
Article 25 A company shall disclose in its periodic report the purchase and sale of the company’s stocks by its directors and senior managers during the reporting period, including:
(1) The number of shares of the company held at the beginning of the reporting period;
(2) The number, amount and average price of the company’s stocks bought and sold during the reporting period;
(3) The number of shares of the company held at the end of the reporting period;
(4) The board of directors determines whether directors and senior managers engaged in illegal or illegal behavior in buying and selling the company’s stocks during the reporting period and the corresponding measures taken.
(5) Other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 26 If there is a change in the company's stocks held by the company's directors and senior managers, they shall report to the company within two trading days before the fact occurs and the company shall make an announcement on the Shenzhen Stock Exchange website. The announcement includes:
(1) Number of shares held before this change;
(2) The date, quantity and price of this share change;
(3) The number of shares held after this change;
(4) Other matters required to be disclosed by the Shenzhen Stock Exchange.
Article 27 When a company's directors and senior managers hold the company's stocks and the proportion of changes in them reaches the provisions of the "Administrative Measures for Acquisitions of Listed Companies", they shall 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 28 The Shenzhen Stock Exchange shall conduct daily supervision over the trading of the company’s shares and their derivatives by the company’s directors, senior managers and the natural persons, legal persons or other organizations specified in Article 19 of these Rules.
The Shenzhen Stock Exchange may inquire about the purposes and sources of funds of the above-mentioned persons for buying and selling the company's shares and its derivatives by issuing letters of inquiry and making appointments for interviews.
Chapter 6 Punishment
Article 29 If a company's directors or senior managers violate the provisions of this system, unless the relevant parties provide the company with sufficient evidence to convince the company that the relevant transaction behavior that violates the provisions of this system is not an expression of the party's true intention (for example, the securities account is illegally used by others, etc.), the company may pursue the liability of the party in the following ways (including but not limited to):
(1) Depending on the seriousness of the case, the responsible person shall be given a warning, a notice of criticism, demotion, dismissal, recommendation to the board of directors, shareholders' meeting or employee representative meeting for removal, etc.;
(2) For directors and senior managers who violate the provisions of Article 18 of this system and buy and sell the company's stocks during the period when the company's stocks are prohibited from trading, the company will impose sanctions based on the severity of the case. If they cause losses to the company, they will be held accountable in accordance with the law;
(3) If directors or senior managers violate the provisions of Article 17 of this system and sell the company's stocks they hold within six months after buying them, or buy them again within six months after selling them, after the company becomes aware of such matters, in accordance with the relevant provisions of the Securities Law, the board of directors will take back the proceeds and disclose relevant matters in a timely manner;
(4) If it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation;
(5) Anyone who violates relevant national laws and regulations may be transferred to judicial organs in accordance with the law and held criminally responsible.
Article 30 Regardless of whether the parties express true intentions, 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.
Chapter 7 Supplementary Provisions
Article 31 Matters not covered by this system shall be implemented in accordance with relevant national laws and regulations, relevant provisions of the China Securities Regulatory Commission, relevant provisions of the Shenzhen Stock Exchange and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant laws and regulations, the relevant provisions of the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange and the "Articles of Association", the laws and regulations, the relevant provisions of the China Securities Regulatory Commission, the relevant provisions of the Shenzhen Stock Exchange and the "Articles of Association" shall be implemented.
Article 32 The company’s board of directors is responsible for formulating, interpreting and modifying this system.
Article 33 This system shall be implemented from the date of approval by the company's board of directors.
Board of Directors of Guangzhou Da'an Gene Co., Ltd.
October 30, 2025