[Temporary Announcement] Audiway: Management System for Changes in Shareholdings of Directors and Senior Executives (Draft) (Applicable after H shares are issued and listed)
Securities code: 920491 Securities abbreviation: Audiway Announcement number: 2026-084
Guangdong Audiway Sensing Technology Co., Ltd.
Management system for changes in shareholdings of directors and senior executives (draft) (applicable after H shares are issued and listed)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
This system was reviewed and approved at the 30th meeting of the company’s fourth session of the board of directors held on September 22, 2026. It does not need to be submitted to the company’s shareholders’ meeting for review. It will be effective from the date when the H shares issued by the company are listed on the Stock Exchange of Hong Kong Limited.
2. List the main contents of the system in chapters:
Guangdong Audiway Sensing Technology Co., Ltd.
Management system for changes in shareholdings of directors and senior executives (draft)
Chapter 1 General Provisions
Article 1 In order to strengthen the management of the company's shares and changes held by the directors and senior managers of Guangdong Odway Sensing Technology Co., Ltd. (hereinafter referred to as the "Company" or the "Company") and maintain the order of the securities market, 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 "Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies", "Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and Changes", "Beijing Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Beijing Stock Exchange Guidelines for the Continuing Supervision of Listed Companies No. 8" No. - Share Reduction", "Beijing Stock Exchange Guidelines for Continuous Supervision of Listed Companies No. 13 - Management of Share Changes", "The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules") and other relevant laws, regulations, normative documents and the relevant provisions of the "Articles of Association of Guangdong Odway Sensing Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), this system is formulated based on the actual situation of the company.
Article 2 This system applies to the directors and senior managers of the company. The shares of the company held by them refer to all the shares of the company registered in their names. If the directors or senior managers have multiple securities accounts, they shall be calculated together. If they engage in margin trading and securities lending transactions, the shares of the company held by them also include the shares of the company recorded in their credit accounts.
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 shall abide by this system and perform relevant reporting obligations.
Article 3 The senior managers referred to in this system refer to the company’s general manager, deputy general manager, financial controller and board secretary.
Article 4 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, the Securities Law and other laws, regulations, and normative documents regarding prohibited behaviors such as insider trading, market manipulation, short-term trading, etc., and shall not engage in illegal transactions.
Article 5 Directors and senior managers of the company may sell shares through securities transactions on the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") and/or the Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange"), or reduce their shareholdings through agreement transfer and other methods permitted by laws and regulations. The reduction of shares due to judicial enforcement, execution of equity pledge agreement, donation, exchangeable bond exchange, stock equity swap, etc. shall be handled in accordance with this system. The shares issued before the company's public issuance of stocks to unspecified qualified investors (hereinafter referred to as "pre-public issuance shares") held by the aforementioned persons can also be transferred through non-public transfer and placement. The transfer methods, procedures, prices, proportions and subsequent transfers and other matters shall be implemented in accordance with the regulations of the Beijing Stock Exchange and/or the Hong Kong Stock Exchange.
Chapter 2 Prohibitions and Restrictions on Stock Trading
Article 6 In addition to complying with the restrictions on the transfer of shares before public issuance, the company's 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 of listing and trading of the company’s stocks;
(2) Within six months after the resignation of directors and senior managers;
(3) Directors and senior managers promise not to transfer within a certain period of time and within that period;
(4) The company has been put on file for investigation by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) or judicial authorities for being suspected of securities and futures violations, or has been administratively punished or sentenced to a sentence of less than 6 months;
(5) I have been put on file for investigation by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures crimes related to the company, or have been administratively punished or sentenced to a sentence of less than six months;
(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 3 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 situations stipulated in laws, regulations, the China Securities Regulatory Commission, the Beijing Stock Exchange, the Hong Kong Stock Exchange, the securities regulatory rules of the place where the company's shares are listed, and the Articles of Association.
Article 7 During the term determined when taking office and within 6 months after the expiration of the term, the shares transferred by directors and senior managers through centralized bidding, block transactions, agreement transfer, 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. If laws and regulations, the rules of the China Securities Regulatory Commission, the Beijing Stock Exchange or the Hong Kong Stock Exchange otherwise stipulate the transfer ratio and sales restriction arrangements, such provisions shall prevail.
If the shares held by the company's directors and senior managers do not exceed 1,000 shares, they may be transferred in full at one time and are not subject to the transfer ratio restrictions stipulated in paragraph 1 of this article.
Article 8 Directors and senior managers of the company shall not buy or sell the company’s shares on the day when financial results are published and during the following periods:
(1) Within 60 days before the annual results announcement, or the period from the end of the fiscal year to the annual results announcement date (whichever is shorter);
(2) Within 30 days before the interim results announcement, or the period from the end of the half year to the date of the interim results announcement (whichever is shorter);
(3) Within 5 days before the announcement of quarterly reports, performance forecasts, and performance flash reports (only the regulatory standards of the Beijing Stock Exchange are applicable; if (1) or (2) are triggered at the same time in the current period, strict application will be applied);
(4) From the date when major events that constitute inside information under the Securities Law or "inside information" as referred to in Part XIVA of the Securities and Futures Ordinance or may have a greater impact on the company's securities trading prices and investors' investment decisions occur or enter the decision-making process to the date of disclosure in accordance with the law;
(5) The period during which directors and senior managers know any inside information about the company, regardless of whether they are within the aforementioned prohibition period;
(6) Other periods specified by the China Securities Regulatory Commission, the Beijing Stock Exchange and the Hong Kong Stock Exchange.
Article 9 Prior Written Approval Procedure
(1) Before a director (other than the chairman) intends to trade the company's securities, he must submit a written application to the chairman (or a director designated by the chairman), specifying the type, quantity, method and time of the proposed securities to be traded, and must obtain written approval before proceeding;
(2) Before the chairman intends to conduct a transaction, he must submit a written application to the board of directors or other directors designated by the board of directors, and can proceed only after obtaining written approval;
(3) The approver shall provide a written reply within 5 business days after receiving the application. When approving, check:
Whether the proposed transaction time is within the prohibition period stipulated in this system;
Whether the applicant is aware of any unpublished inside information;
Whether there are other circumstances that make it inappropriate to trade;
(4) The validity period of written approval shall not exceed 5 business days. If the transaction is not executed after the validity period, you must apply again;
(5) Securities transactions of senior managers shall be handled in accordance with the provisions of this article, and the secretary of the board of directors shall serve as the approver; when the secretary of the board of directors trades in person, the chairman shall approve the transactions;
(6) All written applications and approval documents shall be kept on file in the office of the Secretary of the Board of Directors and shall be kept for no less than 7 years.
Article 10 Exceptions under special circumstances
If directors and senior managers really need to sell the company's securities due to the following special circumstances during the ban period, and sale is the only reasonable method of disposal, they may submit a written application to the chairman (or the board of directors if the chairman himself is the applicant), and can only proceed with approval:
(1) Encounter serious financial difficulties and must sell securities to repay debts;
(2) Judicial enforcement, legal division of property, inheritance and other involuntary transactions;
(3) Other circumstances determined by the board of directors to be "extremely special circumstances".
The approval document must specify:
(1) Specific facts of the exception;
(2) Reasons for approval and evidence based on it;
(3) The maximum quantity approved for sale.
Relevant approvals and transactions must be disclosed in the next annual or interim report.
This article does not apply to the situation of knowing inside information mentioned in Article 8 (5) of this system and must not violate laws and regulations, the mandatory provisions of the China Securities Regulatory Commission and the Beijing Stock Exchange on the prohibited trading period; if there is a conflict, no relevant transactions shall be conducted.
Article 11 If a director or senior manager of a company sells the company's stocks he or she holds within 6 months after buying them, or buys them again within 6 months after selling them, the proceeds shall belong to the company, and the company's board of directors shall take back the proceeds and disclose the relevant information in a timely manner.
The "sell within 6 months after the purchase" mentioned in the previous paragraph refers to the sale within 6 months from the last purchase; the "buy within 6 months after the sale" refers to the purchase within 6 months from the last sale.
Article 12 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, sisters and other close relatives of the company’s 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 Beijing 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.
The above-mentioned natural persons, legal persons or other organizations shall comply with the relevant regulations of the China Securities Regulatory Commission, the Beijing Stock Exchange and this system when buying and selling the company's shares and their derivatives.
Chapter 3 Information Declaration, Disclosure and Supervision
Article 13 The secretary of the company's board of directors is responsible for managing the identity of the company's directors and senior managers and the data and information on the shares held by the company, handling the unified declaration of personal information of directors and senior managers, and checking the disclosure of the company's stock transactions by directors and senior managers every quarter. If any violation of laws and regulations is discovered, it should be reported to the China Securities Regulatory Commission, the Beijing Stock Exchange, and the Hong Kong Stock Exchange in a timely manner.
Article 14 The directors and senior managers of the company shall entrust the company to promptly report to the Beijing Stock Exchange and/or the Hong Kong Stock Exchange the identity information (including name, ID number, position information, securities account, shareholding, etc.) of their individuals and their close relatives (including spouses, parents, children, brothers and sisters, etc.) at the following times:
(1) Directors and senior managers of newly listed companies when the company’s stocks are listed;
(2) New directors and senior managers shall be appointed within 2 trading days after the relevant resolutions are passed;
(3) When the personal information reported by current directors and senior managers changes;
(4) Within 2 trading days after the current directors and senior managers leave office;
(5) Other times required by Beijing Exchange.
The above declaration information is regarded as an application submitted by relevant personnel to the Beijing Stock Exchange, the Hong Kong Stock Exchange and China Securities Clearing Company Beijing Branch to manage the company's shares held by them in accordance with relevant regulations.
Article 15 The company and its directors and senior managers shall ensure that the materials and data reported to the Beijing Stock Exchange, the Hong Kong Stock Exchange and China Securities Clearing Company Beijing Branch are timely, authentic, accurate and complete, agree to the Beijing Stock Exchange's timely announcement of changes in the company's shares held by relevant personnel, and assume corresponding legal responsibilities.
During the period of registration of restricted sales of stocks held by directors and senior managers, they shall strictly abide by the restricted sales regulations and shall not transfer shares in violation of regulations.
Article 16 The company shall confirm the information related to the share management of directors and senior managers in accordance with the requirements of the Beijing Stock Exchange, the Hong Kong Stock Exchange and China Securities Clearing Company Beijing Branch, and provide timely feedback on the confirmation results.
Article 17 When directors and senior managers of a company reduce their shareholdings, they shall fulfill their information disclosure obligations in a true, accurate, complete and timely manner in accordance with laws, regulations, this system, and the rules of the stock exchange.
If a company's directors or senior managers plan to reduce their shareholdings through centralized bidding or block trading, they should promptly notify the company, report to the Beijing Stock Exchange and the Hong Kong Stock Exchange 15 trading days before the first sale of shares, and disclose the reduction plan in advance. The content of the shareholding reduction plan should include:
(1) Arrangements such as the source, quantity, and proportion of the shares to be reduced, the time range, method, price range, and reasons for the reduction;
(2) The public commitments disclosed by the relevant entities, whether the holding reduction is consistent with the content of the commitments, and whether there is any violation of the commitments;
(3) Whether the relevant entity is prohibited from reducing shareholdings as stipulated in the "Listing Rules", "Beijing Stock Exchange Guidelines for the Continuing Supervision of Listed Companies No. 8 - Share Reduction", "Beijing Stock Exchange Guidelines for the Continuing Supervision of Listed Companies No. 13 - Management of Share Changes" and the "Hong Kong Listing Rules";
(4) Uncertain risks in the implementation of the shareholding reduction plan;
(5) Other matters required to be disclosed by the China Securities Regulatory Commission, the Beijing Stock Exchange and the Hong Kong Stock Exchange, or other matters that relevant entities deem should be explained.
The time interval for shareholding reduction in each disclosed shareholding reduction plan shall not exceed 3 months. If the total number of shares planned to be reduced through centralized bidding transactions exceeds 1% of the company's total shares within three months, the reduction plan must be disclosed in advance 30 trading days before the first sale.
Article 18 The company's directors and senior managers shall report to the Beijing Stock Exchange and the Hong Kong Stock Exchange and disclose the results of the shareholding reduction within 2 trading days after the completion of the implementation of the shareholding reduction plan or the expiration of the disclosed shareholding reduction time interval.
The content of the announcement of the reduction results mainly includes the quantity and proportion of the reduction, whether it is consistent with the disclosed reduction plan, etc.
During the shareholding reduction time period, if the company encounters major events such as high-price transfers, mergers, acquisitions and reorganizations, the directors and senior managers involved in Article 16 of this system shall simultaneously disclose the progress of the shareholding reduction and explain the correlation between this shareholding reduction and the aforementioned major events.
If the company's shares held by the company's directors and senior managers 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 it within 2 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 19 If a company's directors and senior managers change their holdings of the company's shares (except for changes caused by equity distribution), they must promptly notify the company, and the company must report information on changes in shareholders' shareholdings on the day they are informed, including name, position, date of change, number of shares changed, average price change, reasons for changes, etc. Information on changes in shareholder shareholdings is also disclosed on the websites of the Beijing Stock Exchange and the Hong Kong Stock Exchange.
Article 20 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 Acquisition of Listed Companies", they shall also perform reporting and disclosure obligations in accordance with the "Administrative Measures for Acquisition of Listed Companies" and other relevant laws, administrative regulations, departmental rules and business rules.
Article 21 Compliance disclosure in periodic reports
(1) The company must include the following statements in its annual report and interim report:
The company has adopted a Securities Transaction Code for Directors (i.e. this system) that is no lower than the standards set out in Appendix C3 of the Hong Kong Listing Rules;
The company has made specific inquiries to all directors, and all directors have confirmed that they comply with the provisions of this system and Appendix C3 during the period covered by the report;
(2) If any director or senior manager fails to comply with this system, the company must disclose in the annual report or interim report:
Specific details of the non-compliance (including transaction date, quantity, and amount);
The remedial measures the company has taken or plans to take;
Improvement measures implemented to prevent recurrence;
(3) The secretary of the board of directors is responsible for issuing a written confirmation letter to all directors during the preparation process of each annual report/interim report, and obtaining written confirmation responses will be summarized and included in the report;
(4) If the secretary of the board of directors discovers that directors or senior managers have violated this system or Appendix C3, he should immediately report it in writing to the chairman of the board and the audit committee, and disclose it in the next regular report in accordance with the law.
Article 22 A company may, through its Articles of Association, stipulate a longer transfer prohibition period, a lower proportion of transferable shares, or other transfer-restrictive conditions for directors and senior managers to transfer their shares of the company.
Chapter 4 Account and Share Management
Article 23 After the directors and senior managers of the company entrust the company to declare their personal information, China Securities Clearing Company Beijing Branch will lock the registered shares of the company in the securities accounts opened under their ID numbers based on the declaration data.
Article 24 The total number of shares held by the company's directors and senior managers at the end of the previous year shall be used as the base to calculate the number of transferable shares.
Article 25 Due to the company's public or non-public issuance of shares, implementation of equity incentives, etc., or due to directors and senior managers' purchases in the secondary market, conversion of convertible bonds, exercise of rights, transfer of agreements, etc., 25% of the newly added shares without sales restrictions can be transferred in the current year, and the newly added shares with sales restrictions will be included in the calculation base of transferable shares in the following year.
Article 26 If the company's equity distribution results in an increase in the company's shares held by directors and senior managers, the transferable number for the year can be increased in the same proportion.
Article 27 The transferable but untransferred shares of the company's directors and senior managers in the current year shall be included in the total number of shares of the company held by them at the end of that year, and this total shall be used as the basis for calculation of transferable shares in the following year.
Chapter 5 Accountability
Article 28 If the directors, senior managers of the company and the natural persons, legal persons or other organizations specified in this system violate this system by buying and selling the company's shares, the proceeds shall belong to the company, and the company's board of directors shall be responsible for recovering the proceeds. If the circumstances are serious, the company will punish the relevant responsible persons or refer them to relevant departments for punishment.
Article 29 If a director or senior manager of a company violates this system by buying and selling the company's shares, and is notified and criticized by the regulatory authorities for the above sanctions and recorded in the integrity file, which affects the company, he or she may be required to resign.
Article 30 If the company's directors or senior managers buy or sell the company's shares in serious violation of relevant laws, regulations or normative legal documents, the company will be handed over to the relevant regulatory authorities for punishment.
Chapter 6 Supplementary Provisions
Article 31 This system shall be modified by the company's board of directors in accordance with relevant laws and regulations, and the board of directors shall be responsible for its interpretation.
Article 32 The board of directors shall promptly revise this system based on changes in laws, regulations, normative documents, the Listing Rules, the Hong Kong Listing Rules and the revision of the Articles of Association.
Article 33 If this system conflicts with laws, regulations, normative documents, Beijing Stock Exchange Rules, Hong Kong Listing Rules, etc. and the Articles of Association or is not stipulated in this system, the relevant laws, regulations, normative documents, Listing Rules, Hong Kong Listing Rules and Articles of Association shall apply.
Article 34 This system, after being reviewed and approved by the company's board of directors, will come into effect from the date the H shares issued by the company are listed on the Stock Exchange of Hong Kong Limited.
Board of Directors of Guangdong Audiway Sensing Technology Co., Ltd.
September 23, 2026