Goodway Technologies, Inc.

Management System for Changes in Shares Held by Directors, Supervisors and Senior Management

Chapter I General Provisions

Article 1 In order to further clarify the directors of Goodway Technology Co., Ltd. (hereinafter referred to as the "Company"),

the procedures for handling the shares of the Company held by supervisors and senior management and their changes, according to the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), the "the People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law"), the "Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies", and the "Management Measures", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other laws, regulations, regulatory documents, and "Articles of Association of Goodway Technology Co., Ltd." (hereinafter referred to as "Articles") and other relevant regulations, combined with the actual situation of the company, this system is specially formulated.

Article 2 This system applies to company shares registered under the names of company directors, supervisors and senior managers.

management of shares and their changes.

Article 3 The shares held by the directors, supervisors and senior managers of the company refer to the shares registered in their names.

and all shares of the Company held in the accounts of others. The company's directors, supervisors and senior management personnel engaged in margin trading and securities lending transactions also include the company's shares registered in their credit accounts.

Article 4 the directors, supervisors and senior managers of the company may, through the Shanghai Stock Exchange (hereinafter simplified

The securities trading of the "SSE") can also reduce the shares through agreement transfer and other means permitted by laws and regulations. Directors, supervisors and senior managers shall abide by laws, regulations, normative documents, business rules of the Shanghai Stock Exchange and the provisions of this system, and shall strictly fulfill the commitments made in respect of the shareholding ratio, shareholding period, reduction method and reduction price.

In accordance with the provisions of the company's articles of association, the company locks the shares of the company held by the core technical personnel, sales personnel, and management personnel who are not directors, supervisors, and senior managers of the company, or the aforementioned personnel voluntarily apply to lock the company's shares held by the company, it shall promptly report to the stock The exchange reports, and the company shall promptly disclose the lock-up or release of the shares of the above-mentioned personnel.

Article 5 As a result of judicial enforcement, execution of equity pledge agreements, gifts, exchangeable corporate bonds for shares,

This system shall apply to the reduction of shares obtained by means of stock income swap.

Article 6 The directors, supervisors and senior managers of the company shall be entrusted at the following points or periods.

The municipal company declares its name, position, ID number, securities account, time away from office and other personal information through the website of the stock exchange:

(I) the directors, supervisors and senior managers of the newly listed company when the company applies for initial registration of shares;

The new directors and supervisors of the (II) pass their appointment matters at the general meeting of shareholders (or the employee representative assembly), and the new senior management personnel pass their appointment matters by the board of directors within two trading days;

(III) the current directors, supervisors and senior managers within two trading days after their declared personal information changes;

(IV) the current directors, supervisors and senior managers within two trading days after leaving office;

(V) other time required by the Stock Exchange.

Article 7 The directors, supervisors and senior management of the Company shall ensure that the data declared by them are timely and true.

Real, accurate and complete.

Article 8 The secretary of the company's board of directors is responsible for managing the identity of the company's directors, supervisors and senior management personnel and

The data of the shares held by the company shall be unified for the online declaration of personal information for directors, supervisors and senior managers, and the disclosure of the trading of the company's shares by directors, supervisors and senior managers shall be checked quarterly. If any violation of laws and regulations is found, it shall be reported to the CSRC and the stock exchange in a timely manner.

Chapter II Rules for Changes in Shares

Article 9 the shares held by the directors, supervisors and senior managers of the company shall not be reduced under the following circumstances

Hold:

Within 1 year from the date of listing and trading of the shares of the (I) company;

Within half a year after the departure of the (II) directors, supervisors and senior managers;

The (III) company is investigated by the China Securities Regulatory Commission or investigated by the judicial organ, or is administratively punished or sentenced to a penalty of less than six months for suspected securities and futures crimes;

(IV) directors, supervisors and senior management personnel are investigated by the China Securities Regulatory Commission or investigated by the judicial authorities, or have been administratively punished or sentenced to a penalty of less than six months for suspected securities and futures crimes related to the company;

(V) directors, supervisors and senior management personnel have been administratively punished by the CSRC for violating the law in securities and futures, but have not paid the fines and forfeitures in full, except as otherwise provided by laws and administrative regulations or where the reduction of funds is used to pay the fines and forfeitures;

The directors, supervisors and senior managers of the (VI) have been publicly condemned by the stock exchange for less than three months due to violations of laws and regulations related to the company;

The (VII) company may be involved in a major illegal forced delisting situation, within the limited transfer period stipulated by the stock exchange;

Other circumstances as prescribed by (VIII) laws, administrative regulations, the rules of the China Securities Regulatory Commission and stock exchanges, and the Articles of Association of the Company.

Article 10 If the company has one of the following circumstances and touches the delisting risk warning standard, the relevant decision shall be made.

From the date of issuance to the termination or resumption of listing of the company's shares, the company's directors, supervisors, senior managers and their concerted actors shall not reduce their holdings of the company's shares:

(I) are subject to administrative penalties by the CSRC for fraudulent issuance or for major information disclosure violations;

The (II) is transferred to the public security organ in accordance with the law on suspicion of fraudulent issuance or on suspicion of illegal disclosure or non-disclosure of important information;

(III) other major illegal delisting.

Article 11 The directors, supervisors and senior managers of a company shall not increase or decrease their holdings of the company's shares during the following periods:

Within 15 days before the announcement of the periodic report of the (I) company, if the announcement date is postponed due to special reasons, it shall be from 15 days before the original announcement date to the final announcement date;

Within 5 days prior to the announcement of the (II) company's quarterly report, performance forecast and performance express;

(III) from the date of occurrence of major events that may have a significant impact on the trading prices of the Company's securities and their derivatives or in the process of decision-making, to the date of disclosure in accordance with the law;

Other periods specified by the (IV) Stock Exchange.

Article 12 If the directors, supervisors and senior managers of a company leave their posts before the expiration of their term of office, they shall

Within the term of office determined at the time of taking office and within six months after the expiration of the term of office, the following restrictions shall be observed:

The annual reduction of shares held by a (I) may not exceed 25% of the total number of shares held by him;

A (II) may not reduce his shareholding in the company within half a year after he leaves office;

(III) laws, regulations, regulatory documents and other provisions of the business rules of the Shanghai Stock Exchange on the reduction of shares of directors, supervisors and senior managers.

Article 13 During their tenure, the directors, supervisors and senior management of the Company shall, through centralized bidding and,

The shares reduced by means of block transactions, agreement transfer, etc. 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, bequest, division of property according to law, etc.

If the shares held by the directors, supervisors and senior managers of the company do not exceed 1,000 shares, they can be transferred all at once and are not subject to the reduction ratio of the preceding paragraph.

Article 14 The shares issued by the company held by the directors, supervisors and senior managers of the company at the end of the year.

The number of shares that can be reduced is calculated on the basis of the number of shares that can be reduced.

Due to the company's public or non-public issuance of shares, the implementation of equity incentive plans, or the purchase of new shares by directors, supervisors and senior managers in the secondary market, convertible bonds to equity conversion, exercise of rights, agreement transfer and other new shares, the new shares with unlimited sales conditions can be reduced by 25% in the current year, and the newly added shares with limited sales conditions are included in the calculation base of the shares that can be reduced in the following year.

If the company's equity distribution results in an increase in the company's shares held by directors, supervisors and senior managers, the number of shares that can be reduced in the current year will be increased in the same proportion.

The shares of the Company that are transferable but not transferable by the directors, supervisors and senior management of the Company in the current year are included in the total number of shares of the Company held by them at the end of the current year, which shall be used as the basis for the calculation of transferable shares in the following year.

Chapter III Declaration of Increase and Decrease and Information Disclosure

Article 15 Before the directors, supervisors and senior managers of the company buy or sell the company's shares and their derivatives,

The company's board of directors shall notify the company's board secretary in writing of its trading plan (see the annex for details). The company's board secretary shall check the company's information disclosure and major issues. If there may be improper circumstances in the trading behavior, the company's board secretary shall promptly notify the proposed The directors, supervisors and senior managers of the sale and remind them of related risks. The directors, supervisors and senior management of the company shall not operate their trading plans without receiving feedback from the secretary of the company's board of directors. During their term of office, directors, supervisors and senior managers shall report to the Shanghai Stock Exchange for the record and make an announcement in advance in accordance with relevant regulations.

Article 16 The directors, supervisors and senior management of the company through centralized bidding transactions or block transactions.

If the shares are increased or decreased in a manner, the company shall report to the SSE through the board of directors of the company 15 trading days before the first trading day of the shares, and the company shall make an announcement.

The contents of the increase or decrease plan shall include, but not limited to, the number, source, time range, method, price range, reasons for the increase or decrease of shares to be held, and the time interval for each disclosure shall not exceed 3 months. If the implementation period for the increase or decrease of shares exceeds 3 months, the reasons shall be explained.

Directors, supervisors and senior managers who increase their shareholding shall clarify the source of funds, such as their own funds, bank loans, leveraged financing, etc. Where it is proposed to use non-own funds to implement the increase, the relevant financing arrangements shall be disclosed.

Where an increase in holdings is to be implemented through an asset management plan, the type, amount and duration of the asset management plan shall be disclosed.

Article 17 During the implementation of the increase in holdings, the company will pay dividends, bonus shares, increase the share capital, issue new shares.

In the case of ex-rights and ex-dividend matters such as shares or allotment of shares, the directors, supervisors and senior management of the company shall make corresponding adjustments to the increase plan in accordance with the changes in share capital and report to the Shanghai Stock Exchange and disclose it in a timely manner through the board of directors of the company.

Article 18 Where the directors, supervisors and senior managers of the company increase or decrease their shareholding through centralized bidding transactions,

The specific increase or decrease shall be reported to the Shanghai Stock Exchange through the board of directors of the company within 2 trading days after the implementation of the share increase or decrease plan or the expiration of the disclosed increase or decrease time range, and the company shall disclose it.

Article 19 The directors, supervisors and senior managers of the company shall change their shares in the company.

Within 2 trading days from the date of the actual occurrence, the following contents shall be reported to the board of directors of the company, and the board of directors of the company shall report and disclose to the Shanghai Stock Exchange in accordance with relevant regulations:

(I) the number of shares held before this change;

(II) the date, quantity and price of this share change;

(III) the number of shares held after this change;

Other matters required to be disclosed by the (IV) stock exchange.

Article 20 The company's directors, supervisors and senior management personnel hold the company's shares and the proportion of their changes.

Where the Measures for the Administration of Acquisitions of Listed Companies provide, reporting and disclosure obligations shall also be performed in accordance with the Measures for the Administration of Acquisitions of Listed Companies and other relevant laws, administrative regulations, departmental rules and business rules.

Article 21 the shares of the company held by the directors, supervisors and senior managers of the company due to divorce

In the case of a decrease, the passing party and the passing party of the shares shall continue to comply jointly with the relevant provisions of these rules. Except as otherwise provided by laws, administrative regulations and the CSRC.

Chapter IV Liability and Punishment

Article 22 The directors, supervisors and senior management of the Company shall ensure that the following natural, legal or

Other organizations do not buy or sell shares and derivatives of the company due to insider information:

(I) the spouses, parents and children of the directors, supervisors and senior management of the Company;

Legal persons or other organizations controlled by the directors, supervisors and senior management of the (II) company;

(III) the CSRC, the SSE or the Company has determined that substance is more important than form that is related to the public.

Natural persons, legal persons or other organizations that have special relationships with directors, supervisors and senior managers of the company or the company and may have access to insider information.

Where the above-mentioned natural persons, legal persons or other organizations buy and sell company shares and their derivatives, they shall be implemented with reference to the provisions of Article 19 of this system.

Article 23 The directors, supervisors and senior management of the Company shall abide by the Company's

The relevant provisions of the Law, the Securities Law, the relevant provisions of the CSRC and the SSE and the Articles of Association of the Company.

If the company's directors, supervisors and senior managers buy and sell the company's shares in violation of this system, the company shall be punished according to the seriousness of the circumstances, and report to the regulatory authorities to punish the relevant personnel, and if losses are caused to the company, they shall be investigated for corresponding responsibility according to law.

Article 24 The directors, supervisors and senior management of a company shall abide by the provisions of the Securities Law and violate

In contrast to this provision, if the shares of the company held by them are sold within 6 months of purchase, or if they are purchased again within 6 months of sale, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds and disclose the following in a timely manner:

(I) the illegal trading of stocks by relevant personnel;

Remedial measures taken by the (II) company;

The calculation method of (III) income and the specific circumstances of the board's recovery of income;

(IV) other matters required to be disclosed by the SSE.

The above "sell within 6 months of purchase" refers to the sale within 6 months from the time of the last purchase;

"Buy again within 6 months of selling" means buying again within 6 months from the point of the last sale.

Chapter V Supplementary Provisions

Article 25 Matters not covered by this system or laws, regulations,

In case of conflict between the provisions of the normative documents and the articles of association, the provisions of laws, regulations, normative documents and the articles of association shall prevail.

Article 26 This system shall be formulated by the board of directors of the company.

Article 27 The Board of Directors of the Company shall be responsible for the interpretation of this system.

Article 28 This system shall take effect and come into force on the date of deliberation and approval by the board of directors of the company, and the same shall apply when it is amended.

Goodway Technologies, Inc.

27 June 2024

Attachments:

Goodway Technologies, Inc.

Filing Notice of Increase/Reduction Plan for Directors, Supervisors and Senior Management

Goodway Technologies Co., Ltd:

I am due to (based on confidence in the company's prospects/recognition of the company's value/stable capital market/personal capital needs/other, please indicate, please indicate: ______________________) increase/decrease in the company's shares, price/price range of ________ yuan, increase/decrease in the previous holdings.

_________ shares, increase/decrease in holdings _________ shares.

Previous increase/decrease in 1. year-end to date

Name Securities account number increase/decrease increase/decrease number increase/decrease price increase/decrease after

Time (shares) grid (yuan) balance (shares)

2. this increase/reduction plan

Hold this increase/decrease this increase/decrease this increase/decrease

Name Securities Account Number Division Stock Number Time Holding Quantity Holding Price

Volume (shares) (shares) ($)

Director/Supervisor/Senior Management (Signature):______________

Signed on: