Western Superconductor: Meeting materials of the second extraordinary general meeting of shareholders in 2024
DATE:  Dec 25 2024

Stock code: 688122 Stock abbreviation: Western Superconductor

Western Superconducting Materials Technology Co., Ltd

2024 Second Extraordinary General Meeting of Shareholders Meeting Materials

December 2024

directory

Notice of the 2024 Second Extraordinary General Meeting of Shareholders...... 1

2024 Second Extraordinary General Meeting of Shareholders Meeting Agenda...... 4

Proposal 1 Proposal on the company's 2025 daily related party transaction plan...... 6

Proposal 2 Proposal on the company's profit distribution plan for the first three quarters of 2024...... 9

Western Superconducting Materials Technology Co., Ltd

Notice of the Second Extraordinary General Meeting of Shareholders in 2024

In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the shareholders' meeting, 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"), the "Rules of the General Meeting of Shareholders of Listed Companies" and the "Articles of Association of Western Superconducting Materials Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), Rules of Procedure for the General Meeting of Shareholders of Western Superconducting Materials Technology Co., Ltd. and other relevant regulations, Western Superconducting Materials Technology Co., Ltd. (hereinafter referred to as the "Company") hereby formulates the instructions for the meeting of the General Meeting of Shareholders:

1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants attending the meeting, and ask the checked person to cooperate. Shareholders and shareholders' representatives attending the meeting must go through the sign-in procedures at the meeting site 30 minutes before the meeting, and please present the securities account card, identity document or legal entity certificate, power of attorney, etc., as required before attending the meeting.

2. In order to ensure the seriousness and normal order of the meeting, and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' representatives) attending the meeting, the shareholders or shareholders' representatives or other attendees attending the meeting are requested to arrive at the venue on time to sign in and confirm their qualifications. After the commencement of the meeting, the registration of the meeting shall be terminated, and the presiding officer of the meeting shall announce the number of shareholders and proxies attending the meeting and the number of voting rights held on the spot.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and their representatives who wish to speak at the on-site meeting of the general meeting of shareholders shall register in advance at the speech registration office (the speech registration office is located at the registration office of the general meeting). The presiding officer of the General Assembly will arrange the speakers according to the list and the order provided in the registration office. Shareholders should raise their hands to ask questions on the spot, and proceed according to the arrangement of the presiding officer of the meeting. When speaking, the name of the shareholder and the total number of shares held should be stated. Only shareholders and shareholders' proxies will be accepted to speak or ask questions during the meeting. Shareholders and shareholders' representatives should speak or ask questions around the topic of the meeting, concise and to the point, and the time should not be exceeded

After 5 minutes.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. In order to improve the efficiency of the deliberations of the General Assembly, the shareholders and their proxies shall vote immediately after the reply to the shareholders' questions. After the voting on the proposal begins, the general meeting will no longer arrange for shareholders to speak.

9. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders present at the event must sign the name or names of the shareholders on the voting ballot. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".

10. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

11. In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other personnel to enter the venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior executives, lawyers appointed and persons invited by the board of directors.

12. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company on the spot.

13. In order to ensure the rights and interests of each shareholder, participants should pay attention to maintaining the order of the venue during the meeting, do not move around at will, adjust the mobile phone to silent state, and refuse personal audio and video recording and photography.

14. The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders. The Company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodations for shareholders attending shareholders' meetings, and treats all shareholders equally.

15. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the company's announcement in 2024

On December 14, the "Notice of Western Superconducting Materials Technology Co., Ltd. on Convening the Second Extraordinary General Meeting of Shareholders in 2024" (Announcement No.: 2024-039) was disclosed on the website of the Shanghai Stock Exchange.

Western Superconducting Materials Technology Co., Ltd

Agenda of the 2nd Extraordinary General Meeting of Shareholders in 2024

1. Time, place and voting method of the meeting

(1) On-site meeting time: 14:30 on December 30, 2024 (Monday).

(2) On-site meeting place: Conference Room 103, Western Superconducting Materials Technology Co., Ltd., No. 12, Mingguang Road, Weiyang District, Xi'an City, Shaanxi Province

(3) Meeting voting method: a combination of on-site voting and online voting

Internet voting system and voting time: using the network voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

(4) Convener of the meeting: the board of directors of Western Superconducting Materials Technology Co., Ltd

(5) Presiding officer: Chairman of the Board of Directors of the Company

2. Agenda of the meeting

(1) Participants sign in, receive meeting materials, and shareholders register for speeches

(2) The presiding officer shall announce the opening of the meeting and report to the General Assembly the number of shareholders and proxies attending the on-site meeting and the number of voting rights held

(3) The presiding officer reads out the instructions for the general meeting of shareholders

(4) To deliberate the motions of the meeting item by item

Serial Number Name of the motion

Non-cumulative voting motions

1 Proposal on the company's 2025 daily related party transaction plan

2 Proposal on the company's profit distribution plan for the first three quarters of 2024

(5) Shareholders and shareholders' representatives at the meeting make speeches and ask questions

(6) Elect members for vote counting and scrutineers

(7) The shareholders and proxies attending the meeting voted on the proposals

(8) Adjourn the meeting and count the voting results

(9) The meeting resumes and the results of the on-site voting are read out

(10) The presiding officer reads out the resolution of the general meeting of shareholders

(11) Witness the lawyer's reading of the legal opinion

(12) Sign the documents of the meeting

(13) End of the meeting

Motion 1

Proposal on the company's 2025 daily related party transaction plan

Dear Shareholders and Shareholders' Representatives,

Referring to the company's 2024 annual routine related party transaction forecast and execution, the company formulates daily related party transactions in 2025

Yi Plan, the company's 2025 daily related party transaction plan is now submitted to the general meeting of shareholders for deliberation.

1. Expected and implementation of the company's daily related party transactions in 2024

Currency: RMB

The 2024 annual estimate is from the beginning of 2024 to the beginning of 2024

Amount of related party (including addition) November 30, 2024

The amount actually incurred on the day of the easy category (RMB).

(RMB)

Xiang Associate Northwest Nonferrous Metals Research Institute 3,700,000.00 -

People buy Xi'an Nobol Rare Precious Metals Materials Co., Ltd. 133,500,000.00 69,087,286.90

Raw material Xi'an Ouzhong Material Technology Co., Ltd. 45,000,000.00 3,628.32

Other companies controlled by Northwest Nonferrous Metals Research Institute 1,400,000.00 38,053.10

Material and dynamic CITIC Metal Ningbo Energy Co., Ltd. 450,000,000.00 141,448,098.19

Force Subtotal 633,600,000.00 210,577,066.51

Northwest Nonferrous Metals Research Institute 32,000,000.00 4,710,869.51

Associated with Xi'an Nobol Rare Metals Materials Co., Ltd. 67,000,000.00 47,116,658.44

People sales Xi'an Ouzhong Material Technology Co., Ltd. 95,300,000.00 42,394,107.10

Products, Xi'an Rare Metal Materials Research Institute Co., Ltd. 65,000,000.00 27,287,177.44

Commodity Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. 20,000,000.00 -

Other companies controlled by Northwest Nonferrous Metals Research Institute 63,600,000.00 2,095,002.65

Subtotal 342,900,000.00 123,603,815.14

Northwest Nonferrous Metals Research Institute 1,800,000.00 8,102,901.06

People provided by other companies controlled by the Northwest Nonferrous Metals Research Institute 9,800,000.00 1,048,602.26

Labor subtotal 11,600,000.00 9,151,503.32

Accepted off Northwest Nonferrous Metals Research Institute 5,200,000.00 1,151,871.14

Lianrenti Western Titanium Industry Co., Ltd. 27,000,000.00 3,462,907.08

Supplied by Xi'an Hantang Analysis and Testing Co., Ltd. 38,250,000.00 14,335,371.50

Other companies controlled by Northwest Nonferrous Metals Research Institute 26,670,000.00 8,037,241.41

Subtotal 97,120,000.00 26,987,391.13

Lease Xi'an Ouzhong Material Technology Co., Ltd. 1,050,000.00 1,041,685.71

Subtotal 1,050,000.00 1,041,685.71

Total 1,086,270,000.00 371,361,461.81

Note: Actual amounts incurred from the beginning of 2024 to November 30, 2024 are unaudited.

2. The company's 2025 daily related party transaction plan

The day-to-day connected transactions between the Company and related parties planned for 2025 are as follows:

Currency: RMB

Category of related party transaction Related party The estimated amount of this time

(RMB)

Northwest Nonferrous Metals Research Institute and other companies controlled by it 8,550,000.00

Purchased Xi'an Nobol Rare Precious Metal Materials Co., Ltd. from a related person 122,600,000.00

Raw Materials, Fuels Xi'an Ouzhong Material Technology Co., Ltd. 34,000,000.00

and power Xi'an West New Zirconium Technology Co., Ltd. 2,000,000.00

CITIC Metal Ningbo Energy Co., Ltd. 350,000,000.00

Subtotal 517,150,000.00

Northwest Nonferrous Metals Research Institute 90,000,000.00

Xi'an Nobol Rare Precious Metals Materials Co., Ltd. 73,000,000.00

Xi'an Rare Metal Materials Research Institute Co., Ltd. 37,000,000.00

Xi'an Ouzhong Material Technology Co., Ltd. 80,000,000.00

Sales to related persons Xi'an Scitech Mind Titanium Industry Co., Ltd. 13,000,000.00

Products & Commodities Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. 25,000,000.00

Xi'an Taijin New Energy Technology Co., Ltd. 15,000,000.00

Other companies controlled by Northwest Nonferrous Metals Research Institute 50,000,000.00

Xi'an Western New Zirconium Technology Co., Ltd. 5,000,000.00

Subtotal 388,000,000.00

Provision to affiliates of Northwest Nonferrous Metals Research Institute and other companies controlled by it 31,070,000.00

Labor Xi'an Western New Zirconium Technology Co., Ltd. 2,500,000.00

Subtotal 33,570,000.00

Northwest Nonferrous Metals Research Institute and other companies controlled by it 37,700,000.00

Accepted the related person to mention Xi'an Hantang Analysis and Testing Co., Ltd. 41,530,000.00

Labor for Western Titanium Industry Co., Ltd. 37,500,000.00

Xi'an Western New Zirconium Technology Co., Ltd. 29,500,000.00

Subtotal 146,230,000.00

Lease Xi'an Ouzhong Material Technology Co., Ltd. 3,500,000.00

Subtotal 3,500,000.00

Total 1,088,450,000.00

According to the relevant provisions of the Articles of Association and the Management System for Related Party Transactions, the related shareholders of Northwest Nonferrous Metals Research

The court and CITIC Metal Co., Ltd. recused themselves from voting on the bill.

This proposal has been the third time of the fifth special meeting of independent directors of the board of directors held by the company on December 11, 2024

The meeting, the fourth meeting of the fifth board of directors and the fourth meeting of the fifth board of supervisors were deliberated and approved, and the affiliated directors have recused themselves from voting. The Announcement on the Expected Routine Connected Transactions in 2025 (Announcement No.: 2024-038) was published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 12, 2024.

This proposal is hereby submitted to the general meeting of shareholders for consideration.

Board of Directors of Western Superconducting Materials Technology Co., Ltd

December 30, 2024

Bill II

Proposal on the company's profit distribution plan for the first three quarters of 2024

Dear Shareholders and Shareholders' Representatives,

As of September 30, 2024, the Company's distributable profit for the period of the period was RMB1,897,230,511.89 (with

The financial data on the website are unaudited). Upon the resolution of the board of directors, the company intends to distribute profits in the first three quarters of 2024 based on the total share capital registered on the record date of the implementation of equity distribution.

The profit distribution plan is as follows: the company intends to distribute a cash dividend of 1 yuan (tax included) to all shareholders for every 10 shares. cut

As of September 30, 2024, the company's total share capital is 649,664,497 shares, which is used to calculate the total proposed cash dividend

64,966,449.70 yuan (tax included).

If there is a change in the company's total share capital due to the conversion of convertible bonds into shares/repurchase of shares/repurchase of shares granted by equity incentives/repurchase and cancellation of shares of major asset restructuring before the registration date of the implementation of equity distribution, the company intends to maintain the total amount of cash dividends unchanged and adjust the amount of cash dividends per share accordingly.

This proposal has been the second special meeting of independent directors of the fifth board of directors of the company held on October 30, 2024

The meeting, the third meeting of the fifth board of directors and the third meeting of the fifth board of supervisors were deliberated and approved. About Before 2024

The announcement of the profit distribution plan for the third quarter (Announcement No. 2024-034) was published on the Shanghai Stock Exchange on October 31, 2024

Disclosure is published on the website of the stock exchange (www.sse.com.cn).

This proposal is hereby submitted to the general meeting of shareholders for consideration.

Board of Directors of Western Superconducting Materials Technology Co., Ltd

December 30, 2024

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