International Engineering Co., Ltd. Chapter I General Provisions Article 1 In order to strengthen the management of information disclosure of Sinoma International Engineering Co., Ltd. Protect the legitimate rights and interests of the company, shareholders, creditors and other stakeholders, and standardize the company's information disclosure behavior. In accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), The Measures for the Administration of Information Disclosure of Listed Companies, the Stock Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Guidelines for Self-Discipline Supervision of Listed Companies of Shanghai Stock Exchange No.2-Information Disclo sure Affairs Management and other laws and regulations and the relevant provisions of the articles of association of the company, taking into account the actual situation of the company. The Information Disclosure Management System of Sinoma International Engineering Co., Ltd. (Hereinafter referred to as the "System") is hereby formulated. Article 2 The term "information" as mentioned in the System refers to the relevant information on any act or matter that may have a significant impact on the prices and trading volume of the Company's shares and other securities or the investment decisions of investors, as well as the information required to be disclosed by the securities regulatory authorities or the information voluntarily disclosed by the Company. Information disclosure refers to the publication of such information to the public within the prescribed time limit, in the prescribed media and in the prescribed manner, and timely submission to the securities regulatory authorities for the record in accordance with the relevant provisions. Article 3 The basic principles of information transmission and disclosure of the Company are as follows: (1) The Company shall ensure that the information disclosed is true, accurate, complete, timely, concise, clear and easy to understand, and shall not contain false records, misleading statements or major omissions. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not be subject to selective disclosure. (2) The directors and senior managers of the company shall faithfully and diligently perform their duties, ensure that the information disclosed is true, accurate, complete, timely and fair, and that there are no false records, misleading statements or major omissions. If the contents of the announcement cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained. (3) Before the inside information is disclosed in accordance with the law, no insider may disclose or divulge the information or use the information for insider trading. (4) For publicly disclosed information, the announcement manuscript and relevant documents for future reference must be submitted to the Shanghai Stock Exchange at the first time, and published in newspapers and periodicals that meet the requirements of the CSRC and on the website of the Shanghai Stock Exchange. The information released on the Company's website and other media shall not be released before the designated media, shall not replace the obligation of reporting and announcement with any form such as news release or answering reporters' questions, and shall not replace the obligation of interim reporting with the form of regular report. During the non-trading hours, the company and the relevant obligors of information disclosure may release material information to the public if they really need it, but they shall disclose the relevant announcement before the beginning of the next trading hour. (5) The company shall place the draft of the information disclosure announcement and the relevant documents for future reference at the company's domicile and the institutions required by the regulatory authorities for the public to consult. Article 4 The Company and its directors, senior managers, all departments of the headquarters, heads of subsidiaries and branches, shareholders holding more than 5% of the shares, actual controllers and other personnel and departments with the obligation of information disclosure shall submit and disclose information in strict accordance with the procedures and requirements stipulated in this system, and comply with the provisions on information management and disclosure of the Company. Chapter II Formulation, Implementation and Supervision of Information Disclosure Management System Article 5 The Office of the Board of Directors of the Company is the daily management department responsible for information disclosure of the Company. The information disclosure management system shall be formulated by the office of the board of directors and submitted to the board of directors of the company for consideration and approval. Article 6 After the approval of the board of directors, the company shall timely file the approved information disclosure management system with the securities regulatory authorities in accordance with the provisions, and disclose it on the website of the Shanghai Stock Exchange. Article 7 The information disclosure management system of the Company shall be implemented by the board of directors of the Company. The chairman of the board of directors of the Company shall be the first responsible person for the implementation of the information disclosure management system, and the secretary of the board of directors shall be responsible for the specific coordination and organization of the information disclosure of the Company. Article 8 Where the Company revises the information disclosure management system, it shall re-submit it to the board of directors of the Company for deliberation and approval, and perform the filing and online procedures stipulated in Article 6 of the system. Chapter III Contents of Information Disclosure Article 9 The Company shall fully disclose the risk factors that may have a significant adverse impact on the core competitiveness, business activities and future development of the Company. The Company shall fully disclose the industry information related to its own business and the operational information of the Company in light of the characteristics of the industry to which it belongs, and disclose its own technology, industry, format, mode and other information that can reflect the competitiveness of the industry in a targeted manner, so as to facilitate investors to make reasonable decisions. Article 10 The information disclosure documents of the Company mainly include the prospectus, the prospectus, the listing announcement, the acquisition report, the regular reports and interim reports, and the relevant information on corporate governance. Section 1 Prospectus, Raising Guidebook and Listing Announcement Article 11 The prospectus prepared by a company shall comply with the relevant provisions of the CSRC. Any information that has a significant impact on the investment decisions made by investors shall be disclosed in the prospectus. After the application for public issuance of securities has been approved by the CSRC, the company shall publish the prospectus before the issuance of securities. Article 12 The directors and senior managers of a company shall sign a written confirmation opinion on the prospectus to ensure that the information disclosed is true, accurate and complete. The prospectus shall be affixed with the company's official seal. Article 13 Where a company applies for an initial public offering of shares, the company shall disclose the draft prospectus on the website of the CSRC in advance after the CSRC accepts the application documents and before the issuance examination committee examines them. The pre-disclosed prospectus declaration is not the official document of the company's issuance of shares, and can not contain price information, and the company shall not issue shares accordingly. Article 14 During the period from the approval of the application for securities issuance by the CSRC to the completion of the issuance, if any important event occurs, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, amend the prospectus or make a corresponding supplementary announcement. Article 15 To apply for the listing and trading of securities, a listing announcement shall be prepared in accordance with the provisions of the Shanghai Stock Exchange, and shall be announced after the examination and approval of the Shanghai Stock Exchange. The directors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete. The listing announcement shall be affixed with the official seal of the company. Article 16 Where the prospectus and the listing announcement quote the professional opinions or reports of the sponsor or the securities service institution, the relevant contents shall be consistent with the contents of the documents issued by the sponsor or the securities service institution, so as to ensure that the quotation of the opinions of the sponsor or the securities service institution will not mislead. Article 17 The provisions of Articles 11 to 16 of the System on the prospectus shall apply to the prospectus of corporate bonds. Article 18 After the non-public issuance of new shares, the company shall disclose the report on the issuance according to law. Section 2 Regular Reports Article 19 Regular reports of the Company include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors' investment decisions shall be disclosed. (1) The annual report of the Company shall be prepared and completed within four months from the end of each fiscal year, and the summary of the annual report shall be disclosed on the newspapers designated by the Company, and the full text thereof shall be disclosed on the designated website; (2) The semi-annual report shall be prepared and disclosed within two months from the end of the first half of each fiscal year; (3) The quarterly report shall be prepared and disclosed within one month after the end of the first three months and nine months of each fiscal year. The disclosure time of the first quarterly report shall not be earlier than disclosure time of the previous annual report. Article 20 The Company shall prepare and disclose annual reports, interim reports and quarterly reports in accordance with the relevant provisions of the CSRC and the SSE. Article 21 The content and format of the periodic report shall comply with the requirements of relevant laws and regulations, the regulatory documents formulated by the securities regulatory authorities and the Shanghai Stock Exchange. Article 22 The contents of regular reports of the Company shall be reviewed and approved by the Board of Directors of the Company. Regular reports that have not been approved by the board of directors shall not be disclosed. The financial information in the regular report shall be reviewed by the Audit and Risk Management Committee and submitted to the Board of Directors for consideration after being approved by more than half of all members of the Audit and Risk Management Committee. Article 23 Where the directors and senior managers of the Company are unable to guarantee the authenticity, accuracy and completeness of the contents of the regular report or have any objection, they shall vote against or abstain from voting when the board of directors deliberates and examines the regular report. If a member of the Audit and Risk Management Committee is unable to ensure the truthfulness, accuracy and completeness of the financial information in the regular report or has any objection, he shall vote against or abstain from voting when the Audit and Risk Management Committee reviews the regular report. Article 24 The directors and senior managers of the Company shall sign a written confirmation opinion on the regular report, stating whether the preparation and examination procedures of the board of directors comply with the laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can truthfully, accurately and completely reflect the actual situation of the listed company. If the directors and senior managers are unable to guarantee or have objections to the authenticity, accuracy and completeness of the contents of the regular report, they shall state their reasons and opinions in writing and disclose them. Article 25 The Company shall disclose the relevant financial data of the reporting period in a timely manner in case of any disclosure of performance prior to the disclosure of the regular report of the Company, or any rumor about the performance and any abnormal fluctuation in the trading of the securities and their derivatives of the Company. Article 26 Where a non-standard audit report is issued for the financial accounting report in the regular report of the company, the board of directors of the company shall make a special statement on the matters involved in the audit opinion. Article 27 The Company shall agree with the Shanghai Stock Exchange on the time for disclosure of regular reports, and handle the disclosure of regular reports in accordance with the arrangement of the Shanghai Stock Exchange. If the disclosure time needs to be changed for any reason, a written application shall be submitted to the Shanghai Stock Exchange five trading days in advance, stating the reasons for the change and specifying the disclosure time after the change. Section 3 Interim Report Article 28 Any announcement other than a regular report shall be an interim report. Including the announcement of the resolution of the board of directors, the announcement of the resolution of the shareholders'meeting, the announcement of major matters and other announcements, shall be disclosed in accordance with the relevant provisions of the listing rules of the Shanghai Stock Exchange. Article 29 The following transactions of the Company shall be disclosed in a timely manner when they meet the standards prescribed in the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange: (1) purchase or disposal of assets; (2) major investments such as external investments (including entrusted financial management, entrusted loans, etc.) And new, renovation and expansion of construction projects with significant environmental impact; (3) Providing financial assistance (including interest-bearing or interest-free loans, entrusted loans, etc.); (4) Providing guarantee; (5) Leasing in or out assets; (6) Entrusting or being entrusted with the management of assets and business; (7) Donating or receiving donated assets; (8) Restructuring of creditor's rights and debts; (9) Signing licensing agreements; (10) Transfer or acceptance of research and development projects; (11) Waiver of rights (including waiver of preemptive rights, preemptive rights to subscribe for capital contributions, etc.); (12) Other transactions recognized by the Shanghai Stock Exchange. The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operations, but the purchase or sale of such assets involved in asset replacement is still included. Article 30 Related transactions refer to the transfer of resources or obligations between the company or its controlling subsidiaries and related parties. When the amount of the company's related party transactions meets the standards stipulated in the Stock Listing Rules of the Shanghai Stock Exchange, it shall be disclosed in a timely manner. Article 31 Where a major event occurs in the Company that may have a significant impact on the trading prices of the Company's securities and their derivatives, and the investors are not yet aware of it, the Company shall immediately disclose the cause, current status and possible impact of the event. (I) The Company shall disclose the following significant events in a timely manner: 1. material litigation, arbitration or material litigation or arbitration involving environmental issues; 2. change of investment projects with raised funds; 3. the Company's net profit is negative or changes significantly, and no forecast has been made or the forecast is significantly different; 4. profit distribution and conversion of capital reserve into share capital; 5. Clarification of unusual fluctuations in stock trading and rumors; 6. Share repurchase by the Company; 7. Material matters involved in the issuance of inter-bank debt financing instruments and convertible corporate bonds; 8.The Company incurs a major loss or suffers a major loss; 9. The Company incurs a major debt or fails to repay a major debt when due, or fails to repay a major creditor's right when due; 10. The Company may bear a major liability for breach of contract or a large amount of liability for compensation in accordance with the law; 11. The Company makes a large amount of provision for asset impairment; 12. The Company decides to dissolve or is ordered to close down by the competent authority in accordance with the law; 13. The company is expected to be insolvent (generally refers to the net assets are negative); 14. The main debtor is insolvent or enters into bankruptcy proceedings, and the company has not withdrawn the full amount of bad debt reserves for the corresponding creditor's rights; 15. The main assets are sealed up, detained, frozen or mortgaged or pledged, or the main assets are sealed up, detained, frozen or mortgaged or pledged due to environmental problems; 16. The main or all businesses are at a standstill, or the relevant people's government or government departments decide to control or stop production, relocate or close down within a time limit due to environmental violations; 17. the Company is investigated by the competent authority for suspected violation of laws and regulations, is investigated by the environmental protection department for violation of environmental laws and regulations, or is subject to major administrative or criminal penalties; 18. the chairman of the board of directors or the president is unable to perform his duties, and the directors and senior management are investigated by the competent authority or subject to compulsory measures for suspected violation of laws and regulations; 19. a major safety accident or unexpected incident occurs; 20.
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