Western Superconducting Materials Technology Co., Ltd

Information disclosure management system

Chapter I: General Provisions

Article 1 In order to ensure the legality, truthfulness, accuracy, completeness and timeliness of information disclosure of Western Superconducting Materials Technology Co., Ltd. (hereinafter referred to as the "Company") and protect the legitimate rights and interests of investors, in accordance with the People's Republic of China Company Law (hereinafter referred to as the "Company Law"), the People's Republic of China Securities Law (hereinafter referred to as the "Securities Law"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other laws, administrative regulations and normative documents, combined with the Articles of Association of Western Superconducting Materials Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") to formulate this system.

Article 2 The term "information" in this system refers to the material information that may have a greater impact on the trading price of the company's securities and its derivatives and has not yet been known to investors, as well as the information required to be disclosed by the securities regulatory authorities and stock exchanges;

The term "disclosure" in this system refers to the release of the aforesaid information to the public within the prescribed time, in the prescribed media and in the prescribed manner, and to report to the securities regulatory authority as required.

Article 3 Information disclosure is the continuous responsibility of the company, and the company should fulfill the obligation of continuous information disclosure in good faith.

Article 4 The Company shall submit and disclose information in strict accordance with the content and format requirements of information disclosure stipulated in laws, regulations and the Articles of Association. Ensure that the information is true, accurate, complete and timely, and that there are no false records, seriously misleading statements or material omissions. Publicly disclosed information must be submitted to the stock exchange at the prescribed time.

The company's information disclosure should reflect the principle of openness, fairness and impartiality to all shareholders.

Chapter II: Basic Principles

Article 5 The company shall timely and fairly disclose all matters that may have a greater impact on the company's stock trading price or have a greater impact on investment decisions, and submit the announcement and relevant documents for reference to the Shanghai Stock Exchange at the first time.

Article 6 The Company and the relevant information disclosure obligors shall disclose information in a timely and fair manner to ensure the truthfulness, accuracy and completeness of the information disclosed.

Article 7 The directors, supervisors and senior management of the Company shall ensure that the Company discloses information in a timely and fair manner, and that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions. If directors, supervisors and senior managers have objections to the content of the announcement, they shall make a corresponding statement and explain the reasons in the announcement.

Article 8 The disclosure of information by the Company and the relevant information disclosure obligor shall be based on objective facts or judgments and opinions based on facts, truthfully reflect the actual situation, and shall not contain false records.

Article 9 The disclosure of information by the Company and the relevant information disclosure obligor shall be objective, shall not exaggerate, and shall not contain misleading statements.

Disclosure of predictive information such as future operations and financial status shall be reasonable, prudent and objective.

Article 10 The Company and the relevant information disclosure obligor shall disclose information in a complete manner, fully disclose the information that has a significant impact on the Company, reveal the major risks that may arise, and shall not selectively disclose part of the information and shall not have major omissions.

Information disclosure documents shall be complete and formatted in accordance with the requirements of provisions.

Article 11 The Company and the relevant information disclosure obligor shall publicly disclose material information to all investors at the same time to ensure that all investors can obtain information equally, and shall not disclose or disclose it to individual or partial investors.

Article 12 When the company and the relevant information disclosure obligor communicate with any institution or individual through performance briefings, analyst meetings, roadshows, investor surveys, etc., they shall not provide material information that has not been disclosed by the company.

If the company submits documents to shareholders, actual controllers and other third parties, involving material information that has not yet been disclosed, it shall disclose them in accordance with this system.

Article 13 In the event of any of the following circumstances, the Company and the relevant information disclosure obligor shall disclose material matters in a timely manner:

(1) The board of directors or the board of supervisors has formed a resolution on the major matter;

(2) The parties concerned have signed a letter of intent or agreement on the material matter;

(3) The directors, supervisors or senior management are aware of the material matter;

(4) Other situations where major events occur.

If there is great uncertainty in the major event planned by the company, and immediate disclosure may damage the interests of the company or mislead investors, and the insider of the relevant inside information has promised in writing to keep it confidential, the company may temporarily withhold the disclosure, but shall disclose it to the public at the latest when the final resolution of the material matter is formed, the final agreement is signed, and the transaction is determined to be concluded.

If the relevant information is indeed difficult to keep confidential, has been leaked or there are market rumors, resulting in significant fluctuations in the trading price of the company's shares, the company shall immediately disclose the relevant planning and progress.

Chapter III: General Requirements for Information Disclosure

Article 14 The Company shall disclose major information that can fully reflect the Company's business, technology, finance, corporate governance, competitive advantage, industry trends, industrial policies, etc., fully disclose the Company's risk factors and investment value, and facilitate investors' reasonable decision-making.

Article 15 The Company shall conduct relevant matters such as performance fluctuations, industry risks, and corporate governance

Targeted information disclosure, and continue to disclose major information such as scientific research level, scientific research personnel, scientific research fund investment, and key investment areas of raised funds.

Article 16 If the company plans a major event for a long time, it shall, in accordance with the principle of materiality, disclose the progress in stages, prompt the relevant risks in a timely manner, and shall not refuse to disclose the relevant matters solely on the grounds that the results of the relevant matters are uncertain.

Article 17 The company and the relevant information disclosure obligor believe that the relevant information may affect the company's stock trading price or help investors make decisions, but it is not the information required to be disclosed by this system, they may voluntarily disclose it.

The Company and the relevant information disclosure obligors shall be prudent and objective in voluntarily disclosing information, and shall not use such information to improperly influence the trading price of the Company's shares, engage in insider trading or other violations of laws and regulations.

Where the Company and the relevant information disclosure obligor disclose information in accordance with this Article, they shall disclose it in accordance with the same standards when a similar event occurs, and avoid selective information disclosure.

Article 18 The company's announcement manuscript shall be focused, logical, plain, concise and easy to understand, avoid the use of a large number of professional terms, too obscure expressions and foreign languages and abbreviations, avoid vague, templated and redundant and repetitive information, and shall not contain words of congratulations, publicity, advertising, compliments, slander and other natures.

Where the announcement draft shall be in Chinese, and where a foreign language version is used at the same time, the content of the two texts shall be consistent. If the two texts are inconsistent, the Chinese version shall prevail.

Article 19 If the subsidiaries and other entities within the scope of the company's consolidated statements have major events specified in this regulation and system, they shall be regarded as major events occurring in the company and this system shall apply.

The occurrence of major events stipulated in this system may affect the trading price of the company's shares

If it has a greater impact, the company shall refer to the application of this system to fulfill its information disclosure obligations.

Article 20 If the information to be disclosed by the Company and the relevant information disclosure obligor is a trade secret or commercially sensitive information, and the disclosure or performance of relevant obligations in accordance with this system may lead to unfair competition, damage the interests of the company and investors, or mislead investors, the disclosure of such information may be suspended or exempted in accordance with the relevant provisions of the Shanghai Stock Exchange.

If the information to be disclosed is identified as a state secret in accordance with the law, and the disclosure or performance of relevant obligations in accordance with this system may cause it to violate domestic laws and regulations or endanger national security, it may apply to the Shanghai Stock Exchange for exemption from disclosure in accordance with relevant regulations.

The Company and the relevant information disclosure obligors shall prudently determine the suspension or exemption of information disclosure, and shall not arbitrarily expand the scope of suspension or exemption. Where information for which disclosure has been suspended, it shall be promptly disclosed.

Article 21 Where the Company and the relevant information disclosure obligor apply the disclosure requirements, which may make it difficult for them to reflect the actual situation of their business activities, or to comply with the requirements of industry supervision or the relevant provisions of the place where the company is registered, they may apply to the Shanghai Stock Exchange for adjustment of the application, explain the reasons and alternatives, and hire a law firm to issue legal opinions.

Article 22 If the company is offered for acquisition, the company's shares shall be suspended from the expiration of the tender offer period to the announcement of the tender offer results. The company's shares shall resume trading on the date of the announcement of the results of the offer.

Chapter IV: Information Disclosure Regulatory System

Article 23 The company shall register and announce through the electronic system of corporate information disclosure. The relevant information disclosure obligor shall register the announcement through the information disclosure platform designated by the company or the Shanghai Stock Exchange.

The Company and the relevant information disclosure obligor shall be on the website of the Shanghai Stock Exchange and the China Securities Regulatory Commission

Disclosure of information documents in designated media.

Article 24 The secretary of the board of directors shall be responsible for keeping the original meeting documents, contracts and other materials related to the disclosed information for a period of not less than 10 years.

Chapter V: Information Disclosure Management System

Article 25 The company's information disclosure management system shall be deliberated and approved by the board of directors and disclosed.

The company shall establish an effective communication channel with the Shanghai Stock Exchange to ensure smooth communication.

Article 26 The Company shall formulate internal norms and systems for the release of information by directors, supervisors, senior managers and other relevant personnel, and clarify the procedures and methods for releasing information and the circumstances under which it shall not be released to the public without the permission of the Board of Directors.

The controlling shareholder and actual controller of the company shall follow the requirements of the preceding paragraph to regulate the release of information related to the company.

Article 27 The Company and the relevant information disclosure obligor shall not replace information disclosure or leak undisclosed material information in other forms such as press releases or answering reporters' questions.

If the Company and the relevant information disclosure obligor really need to, they may release the information that should be disclosed during non-trading hours through press conferences, media interviews, the Company's website, online self-media, etc., but the Company shall disclose the relevant announcement before the start of the next trading session.

Article 28 The Company shall establish an insider information management system. The company and its directors, supervisors, senior managers and other insiders shall keep the insiders to a minimum before disclosing information.

Before the inside information is made public, insiders shall not buy or sell the company's shares, divulge inside information, or advise others to buy or sell the company's shares.

Article 29 The relevant information disclosure obligor shall actively cooperate with the company in information disclosure

Inform the company of major events that have occurred or may occur in a timely manner, and strictly fulfill commitments.

Where the relevant information disclosure obligor discloses information through the company, the company shall provide assistance.

Article 30 The Company shall establish effective communication channels with investors to protect the legitimate rights and interests of investors.

The company should actively hold investor briefings to explain the company's major matters to investors and clarify media rumors.

Chapter VI Content of Information Disclosure

Section 1 Periodic reports

Article 31 The company shall, within the prescribed period, prepare and disclose periodic reports in accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Periodic reports include annual, semi-annual and quarterly reports.

The Company shall prepare and disclose an annual report within four months from the date of the end of each fiscal year and a semi-annual report within two months from the date of the end of the first half of each fiscal year. Quarterly reports are disclosed within one month from the end of the first three months and nine months of each fiscal year. The disclosure time of the quarterly report for the first quarter shall not be earlier than the disclosure time of the annual report of the previous year.

Article 32 The secretary of the board of directors shall be responsible for preparing a complete periodic report and submitting the periodic report to the board of directors and the board of supervisors of the company for deliberation and approval.

If the company expects to be unable to disclose the periodic report within the prescribed time limit, it shall promptly announce the reasons for the failure to disclose the periodic report, the solution and the estimated time for disclosure.

Article 33 The Company shall make an appointment with the Shanghai Stock Exchange for the disclosure time of the periodic report.

If it is necessary to change the disclosure time for any reason, it shall apply to the Shanghai Stock Exchange for the change 5 trading days in advance, and the Shanghai Stock Exchange will decide whether to adjust it according to the circumstances.

Article 34 The board of directors of the company shall prepare and review periodic reports to ensure timely disclosure.

The Company shall not disclose periodic reports that have not been reviewed and approved by the Board of Directors. If the periodic report has not been deliberated by the board of directors or has not been approved, the company shall disclose the reasons and risks, as well as a special explanation by the board of directors.

Article 35 The board of supervisors of the company shall review the periodic report, and explain in the form of a resolution of the board of supervisors whether the preparation and review procedures of the periodic report comply with the relevant regulations, and whether the content is true, accurate and complete.

Article 36 The directors and senior managers of the company shall sign a written opinion on the periodic report to ensure that the periodic report is true, accurate and complete; Where there are objections to the content of the periodic report, the reasons shall be explained and disclosed.

Directors and senior management shall not refuse to sign a written opinion on the periodic report for any reason.

Article 37 The financial and accounting report of the company's annual report shall be audited by an accounting firm qualified to perform securities and futures related business.

If the company intends to issue shares or convert capital reserve into share capital, the financial accounting report of the semi-annual report or quarterly report on which it is based shall be audited; Only cash dividends can be exempted from audit.

Article 38 If the company's financial accounting report is issued by an accounting firm with a non-standard audit opinion, in accordance with the provisions of the Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 14 - Handling of Non-standard Audit Opinions and Matters Involved, the company shall disclose the following documents while disclosing the periodic report:

(1) The special explanation and resolution of the board of directors on the matters involved in the audit opinion;

(2) The opinions and resolutions of the board of supervisors on the special explanation of the board of directors;

(3) Special explanations issued by accounting firms and certified public accountants;

(4) Other documents required by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Article 39 If the company's financial accounting report is issued by an accounting firm with a non-standard audit opinion, and the matters involved are obviously in violation of the accounting standards and relevant information disclosure provisions, the company shall correct the relevant matters and timely disclose the corrected financial accounting information and the audit report or special assurance report issued by the accounting firm and other relevant materials.

Article 40 If there are errors or false records in the company's periodic report, and the relevant authorities order it to make corrections or the board of directors decides to make corrections, it shall, after being ordered to make corrections or the board of directors makes corresponding decisions, make timely disclosures in accordance with the relevant provisions of the China Securities Regulatory Commission's Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 19 - Correction and Related Disclosure of Financial Information.

Section 2 Performance Forecast and Performance Express

Article 41 If the company expects that the annual operating performance and financial situation will have any of the following circumstances, it shall make a performance forecast within one month from the date of the end of the accounting year:

(1) The net profit is negative;

(2) Turning losses into profits;

(3) Net profit increased or decreased by more than 50% compared with the same period of the previous year;

(4) The lower of the total profit, net profit or net profit after deducting non-recurring gains and losses is negative, and the operating income after deducting business income unrelated to the main business and income without commercial substance is less than 100 million yuan;

(5) The net assets at the end of the period are negative;

(6) Other circumstances as determined by the Shanghai Stock Exchange.

If the company expects that the semi-annual and quarterly results will occur in one of the above-mentioned situations, it can make a performance forecast.

The directors, supervisors and senior management of the company shall have a timely and comprehensive understanding and attention to the company's operations

information and financial information, and communicate with the accounting firm as necessary to prudently judge whether the circumstances specified in this article are met.

Article 42 If the company is expected to fail to disclose the annual report within two months from the date of the end of the accounting year, it shall disclose the performance express report within two months from the date of the end of the accounting year in accordance with the requirements of this system.

Article 43 If the company's shares are subject to delisting risk warning due to the circumstances stipulated by laws, regulations and normative documents, it shall, within one month from the date of the end of the accounting year, announce the annual operating income, total profit, net profit, net profit after deducting non-recurring gains and losses and net assets at the end of the period after deducting business income unrelated to the main business and income without commercial substance.

Article 44 After the company discloses the performance forecast, if there is one of the following major differences between the expected operating performance or financial situation of the current period and the disclosed performance forecast, it shall promptly disclose the correction announcement of the performance forecast, explaining the specific differences and the reasons for the differences:

(1) Where the performance forecast is disclosed due to the circumstances of items 1 to 3 of the first paragraph of Article 41 of this system, the latest estimated net profit has changed directionally from the disclosed performance forecast, or there is a large difference between the original estimated amount or range;

(2) Where the performance forecast is disclosed due to the circumstances of items 4 and 5 of the first paragraph of Article 41 of this system, the latest forecast does not touch the circumstances of items 4 and 5 of the first paragraph of Article 41;

(3) Where the performance forecast is disclosed due to the circumstances of Article 43 of this system, the latest projected relevant financial indicators have changed directionally from the disclosed performance forecast, or there is a large difference between the original estimated amount or scope;

(4) Other circumstances stipulated by the Shanghai Stock Exchange.

Article 45 The company may publish a performance report before the disclosure of the periodic report, and disclose the current period and the previous period

Main financial data and indicators such as operating income, operating profit, total profit, net profit, total assets, net assets, earnings per share, net assets per share and return on equity in the same period.

If the company submits undisclosed periodic financial data to the relevant state authorities before the disclosure of the periodic report, and it is expected that it cannot be kept confidential, it shall publish the performance express report in a timely manner.

If there is an early disclosure of performance before the disclosure of the periodic report, or abnormal fluctuations in the company's stock trading due to performance rumors, the company shall disclose the performance express report in a timely manner.

Article 46 The Company shall ensure that there is no material difference between the financial data and indicators disclosed in the performance express report and the periodic report.

Before the disclosure of the periodic report, if the company finds that the difference between the financial data and indicators of the performance express report and the periodic report is more than 10%, it shall disclose the correction announcement in a timely manner.

Chapter VII Transactions that should be disclosed

Section 1 Major Transactions

Article 47 The term "transaction" as used in this Chapter includes the following matters:

(1) Buying or selling assets;

(2) Foreign investment (except for the purchase of bank wealth management products);

(3) Transfer or transfer of R&D projects;

(4) Sign a license agreement;

(5) Providing guarantees;

(6) Leasing or leasing assets;

(7) Entrusting or entrusting the management of assets and business;

(8) Donated or donated assets;

(9) Creditor's rights and debts restructuring;

(10) Providing financial assistance;

(11) Other transactions as determined by the Shanghai Stock Exchange.

The above-mentioned purchase or sale of assets does not include transactions related to daily operations, such as the purchase of raw materials, fuels and power, and the sale of products or commodities.

Article 48 If the transaction (except for the provision of guarantees) of the company meets one of the following standards, it shall be disclosed in a timely manner:

(1) The total amount of assets involved in the transaction (if there is both book value and appraised value, whichever is higher) accounts for more than 10% of the company's latest audited total assets;

(2) The transaction amount accounts for more than 10% of the company's market value;

(3) The net assets of the subject matter (such as equity) in the most recent fiscal year account for more than 10% of the company's market value;

(4) The operating income related to the most recent fiscal year of the transaction target (such as equity) accounts for more than 10% of the audited operating income of the company in the most recent fiscal year, and exceeds 10 million yuan;

(5) The profit generated by the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year and exceeds 1 million yuan;

(6) The net profit related to the latest fiscal year of the transaction target (such as equity) accounts for more than 10% of the audited net profit of the company in the most recent fiscal year, and exceeds 1 million yuan.

Article 49 If the transaction (except for the provision of guarantees) of the company meets one of the following criteria, it shall be submitted to the general meeting of shareholders for deliberation:

(1) The total amount of assets involved in the transaction (if there is both book value and appraised value, whichever is higher) accounts for more than 50% of the company's latest audited total assets;

(2) the transaction value accounts for more than 50% of the company's market capitalization;

(iii) The net assets of the subject matter (e.g. equity) in the most recent fiscal year account for more than 50% of the company's market value;

(4) The operating income related to the most recent fiscal year of the transaction target (such as equity) accounts for more than 50% of the audited operating income of the company in the most recent fiscal year, and exceeds 50 million yuan;

(5) The profit generated by the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year and exceeds 5 million yuan;

(6) The net profit related to the most recent fiscal year of the transaction target (such as equity) accounts for more than 50% of the company's audited net profit in the most recent fiscal year and exceeds RMB 5 million.

Article 50 The transaction amount stipulated in this system refers to the transaction amount paid and the debts and expenses assumed.

If the transaction arrangement involves consideration that may be paid or received in the future, does not involve a specific amount or is determined according to the set conditions, the maximum amount expected to be the transaction amount.

Article 51 The market value specified in this chapter refers to the calculation of the closing market value of the 10 trading days prior to the transaction

Operative mean.

Article 52 Where a company implements a transaction in installments, Article 48 or Article 49 shall apply on the basis of the total amount of the transaction.

The company shall disclose the actual occurrence of the installment transaction in a timely manner.

Article 53 In the event that a company and the same counterparty have a transaction of the same type and in the opposite direction as specified in Article 47 at the same time, Article 48 or Article 49 shall apply according to the amount of the one-way transaction.

Article 54 Except for the provision of guarantees, entrusted wealth management and other laws, regulations, normative documents and other matters otherwise stipulated in this system, the company shall carry out the same type of transactions related to the subject matter as stipulated in Article 47

Article 48 or Article 49 shall apply in accordance with the principle of cumulative calculation for 12 consecutive months.

Where obligations have already been performed in accordance with Article 48 or Article 49, they are no longer to be included in the scope of the relevant cumulative calculations.

Article 55 If the subject of the transaction is equity and meets the standards specified in Article 49, the company shall provide the audit report of the financial report of the transaction target for the most recent year; If the subject matter of the transaction is a non-cash asset other than equity, an appraisal report shall be provided. The audited financial report deadline shall not be more than 6 months from the date of use of the audit report, and the base date of the assessment report shall not be more than 1 year from the date of use of the assessment report.

The audit report and assessment report provided for in the preceding paragraph shall be issued by a securities service institution that is qualified to perform securities and futures-related business.

Article 56 Where a company has an equity transaction that results in a change in the scope of the company's consolidated statements, the relevant financial indicators of the company corresponding to the equity shall be used as the basis for calculation, and Article 48 or Article 49 shall apply.

If the aforesaid equity transaction does not result in a change in the scope of the consolidated financial statements, the relevant financial indicators shall be calculated according to the proportion of changes in the equity held by the company, and Article 48 or 49 shall apply.

Article 57 Where a company directly or indirectly waives the right of priority to transfer or increase the equity of its holding subsidiary, resulting in the subsidiary no longer being included in the consolidated statements, it shall be deemed to have sold equity assets, and the relevant financial indicators of the company corresponding to the equity shall be used as the basis for calculation, and Article 48 or Article 49 shall apply.

The partial waiver of the right of first refusal or capital increase of the equity of the holding subsidiary or the shareholding subsidiary of the company has not led to a change in the scope of the consolidated statements, but the company's shareholding ratio has decreased, which shall be held by the company

Article 48 or Article 49 shall apply to the calculation of relevant financial indicators in the proportion of changes in equity.

Where a company waives or partially waives its right to income to its subordinate non-corporate entities, the provisions of the preceding two paragraphs shall apply by reference.

Article 58 If the company has entrusted wealth management on a rolling basis for 12 consecutive months, the maximum amount shall be in that period

The amount shall be the turnover and shall be subject to Paragraph 2 of Article 48 or Paragraph 2 of Article 49.

Article 59 In the event of a transaction in which a company acquires leased assets or is entrusted with the management of assets, it shall be calculated on the basis of rent or income, and Paragraph 4 of Article 48 or Paragraph 4 of Article 49 shall apply.

In the event that a company leases out assets or entrusts others to manage assets, it shall be calculated on the basis of the total amount of assets, rental income or management fees, and shall apply to Paragraphs 1 and 4 of Article 48 or Paragraphs 1 and 4 of Article 49.

If the scope of the company's consolidated statements is changed due to the entrusted operation, leased assets, or entrusted management or leasing of assets, it shall be deemed to have purchased or sold assets.

Article 60 If a transaction within the scope of the company's daily business meets one of the following standards, it shall disclose it in a timely manner:

(1) The transaction amount accounts for more than 50% of the company's latest audited total assets, and the absolute amount exceeds 100 million yuan;

(2) The transaction amount accounts for more than 50% of the company's audited operating income or operating costs in the most recent fiscal year and exceeds 100 million yuan;

(3) The total profit expected to be generated by the transaction accounts for more than 50% of the company's audited net profit for the most recent fiscal year and exceeds 5 million yuan;

(4) Other transactions that may have a significant impact on the company's assets, liabilities, equity and operating results.

Article 61 Where a company provides a guarantee, it shall submit it to the board of directors or the general meeting of shareholders for deliberation and timely disclosure.

The following guarantee matters of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:

(1) A single guarantee exceeding 10% of the company's latest audited net assets;

(2) The total amount of external guarantees of the Company and its holding subsidiaries exceeds 50% of the Company's latest audited net assets for any guarantee provided after the Company's total amount of external guarantees;

(iii) Guarantees provided to the recipients of guarantees with an asset-liability ratio of more than 70 per cent;

(4) In accordance with the principle of cumulative calculation of the guarantee amount for 12 consecutive months, it exceeds the company's latest period

Audited 30% of total assets guarantee;

(5) Other guarantees stipulated by the Shanghai Stock Exchange or the Articles of Association.

For guarantee matters within the authority of the board of directors, in addition to being approved by more than half of all directors, it shall also be approved by more than two-thirds of the directors present at the board meeting; The guarantee in item 4 of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting of shareholders.

Article 62 The company provides a guarantee, and the guarantor fails to do so within 15 trading days after the debt is due

If the company fulfills its debt repayment obligations, or if the guarantor goes bankrupt, liquidated or otherwise seriously affects its solvency, the company shall disclose it in a timely manner.

Article 63 Where the total amount of assets or the cumulative amount of the transaction amount involved in the purchase or sale of assets of the company exceeds 30% of the total audited assets of the company in the latest period within 12 consecutive months, in addition to the audit or evaluation carried out with reference to the provisions of Article 55, it shall also be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.

Article 64 The transactions in which the company unilaterally obtains benefits, including the receipt of donated cash assets, the receipt of debt relief, the acceptance of guarantees and subsidies, etc., may be exempted from the performance of the general meeting of shareholders in accordance with the provisions of Article 49

Review process.

Section 2: Related Party Transactions

Article 65 In the event of a related party transaction, the company shall ensure the legality, necessity, rationality and fairness of the related party transaction, maintain the independence of the company, and shall not use the related party transaction to adjust the financial indicators and damage the interests of the company.

Article 66 The term "related party transactions" as used in this chapter refers to the transactions between the company or its subsidiaries and other entities within the scope of its consolidated financial statements and the related persons of the company, including the transactions specified in Article 47 and the matters that may lead to the transfer of resources or obligations within the scope of daily business.

Article 67 Where a transaction between a company and a related person (except for the provision of guarantees) meets one of the following criteria, it shall be disclosed in a timely manner:

(1) Transactions with related natural persons with a transaction amount of more than 300,000 RMB;

(2) The transaction amount with an affiliated legal person accounts for more than 0.1% of the company's latest audited total assets or market value, and exceeds 3 million yuan.

Article 68 Where the transaction amount (except for the provision of guarantees) between the company and related persons accounts for more than 1% of the company's latest audited total assets or market value, and exceeds 30 million yuan, an evaluation report or audit report shall be provided in accordance with the provisions of Article 55 and submitted to the general meeting of shareholders for deliberation.

Related-party transactions related to day-to-day operations may be exempt from audit or assessment.

Article 69 Where a company provides a guarantee for a related person, it shall have reasonable business logic, disclose it in a timely manner after the board of directors deliberates and approves it, and submit it to the general meeting of shareholders for deliberation.

If the company provides a guarantee for the controlling shareholder, the actual controller and their affiliates, the controlling shareholder, the actual controller and their affiliates shall provide a counter-guarantee.

Article 70 The Company shall prudently provide financial assistance or entrust financial management to related parties; It is necessary

shall use the amount incurred as the standard for calculating disclosure, and calculate cumulatively within 12 consecutive months, and article 67 or 68 shall apply.

Where relevant obligations have already been performed in accordance with article 67 or article 68, they are no longer included in the scope of the relevant cumulative calculation.

Article 71 The Company shall calculate the following transactions according to the cumulative calculation of the following transactions within 12 consecutive months

then Articles 67 and 68 shall apply respectively:

(1) Transactions with the same related person;

(2) Transactions related to the types of transaction targets with different related parties.

The same related person mentioned above includes a legal person or other organization that is controlled by the same actual controller as the related person, or has an equity control relationship, or where the same natural person serves as a director or senior manager. Where relevant obligations have already been performed in accordance with the provisions of this chapter, they are no longer included in the scope of cumulative calculation.

Article 72 When the Company conducts routine related party transactions with related parties, it shall disclose and perform the review procedures in accordance with the following provisions:

(1) The company may reasonably estimate the annual amount of daily related party transactions by category, perform the review procedures and disclose them; Where the actual amount exceeds the estimated amount, the review procedures shall be re-performed and disclosed in accordance with the excess amount;

(2) The company's annual report and semi-annual report shall be classified and summarized to disclose daily related party transactions;

(3) If the term of the daily related party transaction agreement signed between the company and the related person exceeds 3 years, the relevant review procedures and disclosure obligations shall be re-performed every 3 years.

Article 73 Related-party transactions that meet the disclosure standards of the Company shall be submitted to the Board of Directors for deliberation and timely disclosure after obtaining the consent of more than half of all independent directors.

Article 74 Where the board of directors of the company deliberates on related party transactions, the related directors shall abstain from voting.

and shall not exercise voting rights on behalf of other directors.

The meeting of the board of directors shall be attended by more than half of the non-affiliated directors, and the resolutions made shall be passed by more than half of the non-affiliated directors. If the number of non-affiliated directors attending the meeting of the board of directors is less than 3, the company shall submit the transaction to the general meeting of shareholders for deliberation.

When the general meeting of shareholders of the company deliberates on related party transactions, the related shareholders shall abstain from voting and shall not exercise their voting rights on behalf of other shareholders.

Article 75 The following transactions between the Company and related persons may be exempted from deliberation and disclosure in the manner of related party transactions:

(1) One party subscribes in cash for stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;

(2) One party underwrites the stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party as a member of the underwriting syndicate;

(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the shareholders' meeting of the other party;

(4) One party participates in the other party's public bidding or auction, except where it is difficult to form a fair price in the bidding or auction;

(5) Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and grants, etc.;

(6) The pricing of related party transactions is stipulated by the state;

(7) The related person provides funds to the company at an interest rate not higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for the financial assistance;

(8) The company provides products and services to directors, supervisors and senior management personnel under the same transaction conditions as non-related persons;

(9) Other transactions as determined by the Shanghai Stock Exchange.

Chapter VIII Industry Information and Business Risks that Should Be Disclosed

Section 1 Industry Information

Article 76 The company shall take the initiative to disclose industry information that has a significant impact on the stock trading price or the decision-making of investors.

Article 77 The Company shall disclose the following industry information in the annual report in combination with the policy environment and development status of the industry to which it belongs:

(1) The basic characteristics and main technical thresholds of the industry in which they are located, and the development and future development trends of new technologies, new industries, new formats and new models during the reporting period;

(2) The core competitive advantage, the competitiveness analysis of the core management team and the technical team, as well as the core technical reserves that have obtained relevant rights certificates or approval documents during the reporting period;

(3) The amount of R&D expenditure in the current period and its proportion in sales revenue, the constituent items of R&D expenditure, the amount and proportion of expense and capitalization;

(4) the progress or phased results of the product or project under development; The estimated total investment scale of the R&D project, the application prospects, and the possible significant risks;

(5) Other industry information that is helpful to investors in making decisions.

Article 78 When a company carries out new business that is different from its main business industry, or conducts transactions such as acquisition or asset disposal that may lead to major changes in the company's business, it shall disclose the following information in a timely manner:

(1) The reasons and reasonableness, including the basic situation and major risks of the existing business, whether the new business is synergistic with the company's main business, etc.;

(ii) the readiness of the company, including reserves in terms of business, capital, technology, talents, etc.,

and the impact of the new business on the company's financial position and existing business;

(3) the industry situation of the new business, including the level of technology, R&D progress, commercialization, market maturity, policy environment and market competition, etc.;

(4) The management of the new business, including whether there is any change in the control of the actual controller of the company over the company after the new business is launched, and whether the company can control the new business;

(5) The approval of the new business, including the explanation that has been obtained or is pending the approval of the relevant departments (if applicable);

(6) Risk warning of new business, including the company's operational risks, financial risks, new business risks, etc.;

(7) Opinions of the Board of Supervisors on the Company's new business;

(8) Other important contents that the Shanghai Stock Exchange or the Company deems necessary to be disclosed.

Section 2: Operational Risks

Article 79 Where a company has not yet made a profit, it shall disclose in a conspicuous position in the annual report the major risks faced by the company's core competitiveness and business activities.

The company should fully disclose the reasons for not making a profit and the impact on the company's cash flow, business development, talent attraction, team stability, R&D investment, strategic investment, and sustainability of production and operation in light of the characteristics of the industry.

Article 80 If the company's annual net profit or operating income decreases by more than 50% compared with the same period of the previous year, or the net profit is negative, the following information shall be disclosed in the annual report:

(1) The specific reasons for the sharp decline in performance or loss;

(2) Whether there are significant adverse changes in the main business, core competitiveness, and main financial indicators, and whether they are consistent with the industry trend;

(3) The prosperity of the industry, whether there is overcapacity, continuous recession or technology substitution, etc.;

(iv) whether there are significant risks to the ability to continue as a going concern;

(5) Other information that has a significant impact on the company.

Article 81 The Company shall, in its annual report, follow the principles of relevance and materiality, identify and disclose the following risk factors that may have a material adverse impact on the Company's core competitiveness, business activities and future development:

(1) Core competitiveness risks, including technology changes, product upgrading or intensified competition resulting in a decline in market share and user scale, R&D investment exceeding expectations or the process not meeting expectations, and key equipment being eliminated;

(2) Operational risks, including dependence on a single customer, rising prices of raw materials, and decreasing prices of products or services;

(3) Industry risks, including cyclical recession, overcapacity, declining market capacity or stagnant growth, and significant adverse changes in the upstream and downstream supply and demand relationship of the industry;

(4) Macro environmental risks, including significant adverse changes in relevant laws, taxes, foreign exchange, trade and other policies;

(5) Other major risks.

Article 82 Where the Company has any of the following major risks, it shall promptly disclose its specific impact on the Company's core competitiveness and ability to continue operations:

(1) Major adverse changes in the external macro environment such as national policies, market environment, and terms of trade;

(2) Significant adverse changes in the purchase price of raw materials, the selling price of products or market capacity, or

material adverse changes in supply and marketing channels, key suppliers or customers;

(3) The resignation of core technical personnel;

(4) The core trademark, patent, proprietary technology, franchise right or core technology license is lost, expired, or a major dispute arises;

(5) The research and development of the main product, business, or basic technology relied on has failed or is prohibited from use;

(6) The main product or core technology loses its competitive advantage;

(7) Other major risk matters.

Article 83: Where any of the following major accidents or negative events occur, the specific circumstances and their impact shall be disclosed in a timely manner:

(1) The occurrence of major environmental, production and product safety accidents;

(2) Receiving a notice of a government department's decision to rectify, suspend production, relocate, or close down within a set period of time;

(3) Improper use of science and technology or violation of scientific ethics;

(4) Other major accidents or negative events that improperly perform social responsibilities.

Article 84 If the Company has any of the following major risk events, it shall disclose the specific situation and its impact in a timely manner:

(1) Significant losses may occur or suffer major losses;

(2) The occurrence of major debts or major creditor's rights that have not been paid off when due;

(3) may bear liability for major breach of contract or large amounts of compensation in accordance with law;

(4) Provision for impairment of large assets;

(5) The company decides to dissolve or is revoked by the competent authority in accordance with the law, ordered to close down or revoked;

(6) It is expected that shareholders' equity will be negative;

(7) The main debtor is insolvent, and the company has not made sufficient provision for bad debts for the corresponding creditor's rights;

(8) Major assets are sealed, seized, frozen, mortgaged, or pledged;

(9) The main bank account has been sealed or frozen;

(10) The main business has come to a standstill;

(11) The meeting of the board of directors and the general meeting of shareholders cannot be convened normally and a resolution is formed;

(12) The controlling shareholder and its affiliates occupy funds for non-operational purposes or provide external guarantees in violation of regulations;

(13) The controlling shareholder, actual controller or company is investigated by the competent authority for suspected violations of laws and regulations, or is subject to major administrative or criminal punishments;

(14) The actual controller, the company's legal representative or manager is unable to perform their duties, and the directors, supervisors, senior managers, or core technical personnel are investigated or taken compulsory measures by the competent authorities for suspected violations of law and discipline, or are subject to major administrative or criminal punishments;

(15) Other major risks identified by the Shanghai Stock Exchange or the Company.

(16) Where the above-mentioned matters involve specific amounts, the provisions of Article 48 shall apply mutatis mutandis.

Article 85 Where a company applies for bankruptcy reorganization, reconciliation or bankruptcy liquidation or is applied for by creditors, it shall promptly disclose the following progress:

(1) The court rules to accept the application for reorganization, reconciliation or bankruptcy liquidation;

(2) Major developments in reorganization, reconciliation or bankruptcy liquidation procedures or court rulings;

(3) The court rules to approve the company's bankruptcy reorganization plan, settlement agreement or liquidation;

(4) The implementation of the bankruptcy reorganization plan and the reconciliation agreement.

Chapter IX Other major matters that shall be disclosed

Section 1: Abnormal Fluctuations and Clarification of Hearsay

Article 86 The company's stock trading is abnormal as stipulated in the business rules of the Shanghai Stock Exchange

In case of fluctuations, the company shall disclose the announcement of abnormal fluctuations in stock trading on the next trading day.

The calculation of abnormal fluctuations in stock transactions shall be recalculated from the date of disclosure.

Article 87 If there is a serious abnormal fluctuation in the company's stock trading, it shall disclose the verification announcement on the next trading day in accordance with the provisions of Article 88; If it cannot be disclosed, it shall apply for the suspension of trading of its shares from the next trading day until the resumption of trading after the disclosure verification announcement.

Article 88 In the event of the preceding circumstance in the company's stock, the company or the relevant information disclosure obligor shall verify the following matters:

(1) Whether there are undisclosed matters that cause serious abnormal fluctuations in the stock price;

(2) whether the stock price seriously deviates from the reasonable valuation of listed companies in the same industry;

(3) Whether there are major risk events;

(4) Other matters that may lead to serious abnormal fluctuations in stock prices.

The company shall disclose the announcement of the verification results in a timely manner, and fully remind the company of the trading risk of serious abnormal fluctuations in the company's stock price; If there are major matters that have not been disclosed, an investor briefing meeting shall be convened.

The company's shares shall resume trading from the date of the announcement of the disclosure and verification results and the announcement of the investor briefing (if any). If the disclosure date is a non-trading day, trading will resume from the next trading day.

Article 89 The Company and the relevant information disclosure obligors shall pay close attention to major reports and market rumors (hereinafter collectively referred to as rumors) about the Company in the public media. If the relevant rumors may have a greater impact on investment decisions or the company's stock trading, the company shall verify it in a timely manner and disclose or clarify it as appropriate.

Section 2: Share Pledge

Article 90 The controlling shareholder of the company shall prudently pledge the shares of the company it holds, rationally use the funds invested, and maintain the control of the company and the stability of production and operation.

Article 91 Where the shares pledged by the controlling shareholder of the company and its persons acting in concert account for more than 50% of the shares held by the company, and the shares are pledged subsequently, the company shall be notified in a timely manner and the following information shall be disclosed:

(1) The number of pledged shares, the cumulative number of pledged shares and the proportion of the company's shares held by it;

(2) the term of the pledge, the final use of the pledged financing proceeds and the repayment arrangement of the funds;

(3) The operating conditions, financial status, solvency of the controlling shareholder and the actual controller, the foreign investment in the past year, and whether there are overdue debts or other deterioration of creditworthiness;

(4) Related party transactions, capital exchanges, guarantees, and joint investments between the controlling shareholder and its affiliates and the Company, as well as whether the controlling shareholder or actual controller occupies the Company's resources;

(5) the impact of the share pledge on the control of the company;

(6) Other information required to be disclosed by the Shanghai Stock Exchange.

Article 92 Where the pledged shares of the controlling shareholder of the company and its persons acting in concert account for more than 50% of the shares held by the company, and the debts are overdue or other credit deterioration occurs, the company shall be notified in a timely manner and the following information shall be disclosed:

(1) the amount of the overdue debt, the reasons for it and the countermeasures;

(2) whether there is a risk of liquidation and the number and proportion of shares that may be liquidated;

(iii) The content provided for in subparagraphs 3 to 5 of Article 91;

(4) Other information required to be disclosed by the Shanghai Stock Exchange.

Article 93 Where a controlling shareholder and its persons acting in concert have the risk of liquidation of their positions, they shall promptly notify the company, disclose whether it may lead to a change in the company's control and the measures to be taken, and fully warn of the risks.

If the pledged shares of the controlling shareholder and its persons acting in concert are forcibly liquidated or the risk of liquidation is lifted, the progress shall be continuously disclosed.

Article 94 The pledge of shares by shareholders holding more than 5% of the shares of the company shall be made within 2 trading days

Inform the company, and disclose the number of pledged shares, the cumulative number of pledged shares and the proportion of the company's total share capital.

Section 3: Miscellaneous

Article 95 The Company shall promptly disclose the following major litigation and arbitration:

(1) The amount involved in the case exceeds 10 million yuan and accounts for more than 1% of the company's latest audited total assets or market value (calculated in accordance with the provisions of Article 51);

(2) The resolution of the general meeting of shareholders or the board of directors is applied for revocation or invalidation;

(3) Other litigation and arbitration that the board of directors believes may have a greater impact on the stability of the company's control, production and operation, or stock trading price.

Article 96 The Company shall fulfill its commitments. Where commitments are not performed, the reasons and measures to address them shall be promptly disclosed.

The company shall urge the relevant parties to fulfill their commitments. If the relevant party fails to fulfill its commitments, the company shall promptly disclose the measures to be taken by the board of directors.

Article 97 The Company shall establish and improve the systems for the storage, use, change, decision-making, supervision and accountability of the raised funds, disclose the specific arrangements for the raised funds to be invested in the field of scientific and technological innovation, and continue to disclose the use of the raised funds.

Article 98 In the event of any of the following circumstances, the Company shall disclose it in a timely manner:

(1) Change the company's name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number, etc.;

(2) Major changes in business policy and business scope;

(3) Changing accounting policies or accounting estimates;

(4) The company's legal representative, manager, director (including independent directors) or more than one-third of the supervisors submit their resignation or change;

(5) Appointing or dismissing an accounting firm that issues audit opinions for the company's periodic reports;

(6) the court ruled to prohibit the controlling shareholder of the company from transferring the shares of the company held by him;

(7) The shares of shareholders holding more than 5% of the shares are frozen, judicially auctioned, entrusted, set up a trust, or their voting rights are restricted in accordance with law;

(8) The occurrence of other events that may have a significant impact on the company's assets, liabilities, equity or operating results;

(9) Other circumstances as determined by the Shanghai Stock Exchange or the Company.

If the above-mentioned matters involve specific amounts, the provisions of Article 48 or other provisions of the Shanghai Stock Exchange shall apply mutatis mutandis.

Chapter X: Confidentiality Measures

Article 99 The directors, supervisors, senior managers and other staff members of the company who come into contact with the information that should be disclosed due to their work relationship shall have the obligation of confidentiality before the information is officially disclosed to the public.

Article 100 Before the formal disclosure of the company's information, all relevant departments shall have the obligation to keep the information to be disclosed confidential, and shall not disclose the relevant information on the company's website and other media, and shall not disclose it to unrelated third parties.

Chapter XI: Accountability and Handling Measures

Article 101 In the course of information disclosure and management, the following acts of dereliction of duty or violation of the provisions of this system occur, resulting in the company's information disclosure violations, or causing adverse effects or losses to the company:

The company will give the responsible person a warning, a notice of criticism, demotion, dismissal, dismissal and other forms of punishment according to the severity of the circumstances. If it causes significant impact or loss to the company, the company may require it to bear civil liability for compensation; Those who violate the relevant laws and regulations of the state shall be transferred to the administrative or judicial organs in accordance with the law, and their legal responsibility shall be investigated.

Chapter 12 Supplementary Provisions

Article 102 Matters related to information disclosure not covered by this system shall be implemented in accordance with the relevant regulatory authorities and the provisions of the relevant laws, administrative regulations and normative documents applicable to the place where the company's securities are listed.

Article 103: If there is a discrepancy between the content of the provisions of this system when the relevant regulatory authorities promulgate new regulations, guidelines and relevant business rules, this system shall be revised as necessary. Any amendment to this system shall be deliberated and approved by the board of directors of the company and disclosed in a timely manner.

Article 104 The scope of application of this system shall be the company and its holding subsidiaries.

Article 105: The terms "within" and "above" in this system include this number; "Exceeding" does not include this number.

Article 106 This system shall come into force after being deliberated and approved by the Board of Directors, and shall be interpreted by the Board of Directors.

Western Superconducting Materials Technology Co., Ltd

September 2024