Suzhou NOVOSENSE Microelectronics Co., Ltd

Registration and Management System for Insiders of Inside Information (Draft)

Chapter I: General Provisions

Article 1 In order to regulate the inside story of Suzhou NOVOSENSE Microelectronics Co., Ltd. (hereinafter referred to as "the company").

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 Administrative Measures for Information Disclosure of Listed Companies (hereinafter referred to as the "Administrative Measures"), the Regulatory Guidelines for Listed Companies No. 5 - Registration and Management System for Insiders of Listed Companies, the Hong Kong Securities and Futures Ordinance The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other laws, regulations, normative documents and the relevant provisions of the Articles of Association of Suzhou NOVOSENSE Microelectronics Co., Ltd. (hereinafter referred to as the "Articles of Association") are formulated in combination with the actual situation of the company.

Article 2 The board of directors of the company shall, in accordance with the requirements of this system and the relevant rules of the Shanghai Stock Exchange, register and submit the files of insiders in a timely manner, and ensure that the files of insiders are true, accurate and complete, and the chairman of the board of directors is the main responsible person. The secretary of the board of directors is responsible for the registration and submission of insiders of the company. The chairman of the board of directors and the secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the insider file.

The board of supervisors of the company shall supervise the implementation of the management system for the registration of insiders of inside information.

At the same time, the Company, its directors, supervisors and senior management and personnel of various departments of the Company shall also comply with the requirements on inside information and information disclosure as stipulated in the Hong Kong Securities and Futures Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Article 3 The securities affairs department of the company is a permanent institution responsible for the company's information disclosure, and is specifically responsible for the supervision and information disclosure of the company's inside information. The secretary of the board of directors is the person in charge of the company's internal information confidentiality. The securities affairs representative assists the secretary of the board of directors in maintaining the confidentiality of inside information.

Article 4 The secretary of the board of directors and the securities affairs department are responsible for the securities regulatory agencies, stock exchanges and securities exchanges

Reception, consultation (inquiry) and service of intermediary institutions such as securities companies, law firms, accounting firms, asset appraisal agencies, news media, and shareholders.

Article 5 The Securities Affairs Department is the only information disclosure agency of the Company. Without the approval of the Board of Directors, the Board of Directors

The Secretary agrees that no department or individual of the Company shall disclose, report or transmit to the outside world the contents of the Company's inside information and information disclosure. External reporting and transmission of documents, soft (magnetic) disks, audio (video) tapes, CD-ROMs and other materials involving inside information and information disclosure must be reviewed and approved by the board of directors and the secretary of the board of directors before they can be reported and transmitted to the outside world.

Article 6 The directors, supervisors and senior managers of the company and all departments of the company shall do a good job in the confidentiality and registration of inside information.

Article 7 The directors, supervisors, senior managers and insiders of the company shall not disclose the inside information, conduct insider trading or cooperate with others to manipulate the price of securities transactions.

Chapter II: Inside Information and Its Scope

Article 8 The inside information referred to in this system refers to the information that is known to the insiders, involving the company's operation, finance or has a greater impact on the trading price of the company's stocks and derivatives. Undisclosed refers to matters that have not been officially disclosed by the Securities Affairs Department in the information disclosure publications or websites of listed companies designated by the CSRC.

Article 9 The scope of inside information includes, but is not limited to:

(1) There is a major change in the company's business policy or business scope;

(2) Major changes in the company's business environment;

(3) The Company enters into important contracts, which may have a significant impact on the Company's assets, liabilities, equity and operating results;

(4) The company's major investment behavior and major property purchase decisions; and the amount is more than 5 million yuan;

(5) The company incurs major debts;

(6) the default of the company's failure to pay off the material debts due;

(7) The company's monthly operating results and annual and interim financial reports;

(8) The controlling shareholder of the company and the shareholder or actual controller holding more than 5% of the company's shares, and the situation of their holding of shares or controlling the company has changed significantly;

(9) The company's plan for distributing dividends or increasing capital;

(10) securities market refinancing plan;

(11) The company issues bonds or convertible corporate bonds;

(12) Major changes in the company's shareholding structure;

(13) There is a change in the chairman of the board of directors or more than one-third of the directors, supervisors or general manager of the company;

(14) the company's profit forecast;

(15) Major litigation and arbitration of the Company;

(16) Changes in the Articles of Association, registered capital and registered address;

(17) The company is unable to pay and a large amount of bank refund equivalent to more than 5% of the working capital of the refundee occurs;

(18) The company changes its accounting firm;

(19) Changes in the external guarantees and debt guarantees provided by the company;

(20) The mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time;

(21) The securities regulatory authority makes a decision to prohibit the controlling shareholder of the company from transferring its shares;

(22) The company's undisclosed mergers and acquisitions, reorganization, private placement and other activities;

(23) The content of the resolutions of the company's general meeting of shareholders, the board of directors and the board of supervisors;

(24) the company's long-term plan and short-term business plan;

(25) the occurrence of major force majeure events;

(26) The company's material related party transactions;

(27) The company incurs significant operating or non-operating losses;

(28) The company's assets have suffered significant losses;

(29) Decisions on merger, division, capital reduction, dissolution and bankruptcy application of the company;

(30) The company is ordered to close down by the competent authority in accordance with the law;

(31) The company's main assets are sealed, seized, frozen, mortgaged, pledged, or auctioned;

(32) The decisions of the general meeting of shareholders and the board of directors of the company are revoked or declared invalid in accordance with law;

(33) The company is suspected of committing a crime and is investigated by the judicial authorities;

(34) The acts of the company's directors, supervisors and senior management personnel may bear the liability for major damages in accordance with the law;

(35) The company's directors, supervisors, or senior managers are suspected of committing crimes and are subject to compulsory measures taken by the judicial organs;

(36) Other important information that has a significant impact on the securities trading price as determined by the securities regulatory authority and the stock exchange in the place where the company's shares are listed.

Chapter III: Insiders of Inside Information and Their Scope

Article 10 An insider of inside information refers to any person who has access to or obtains inside information because he holds the company's shares, or serves as a director, supervisor or senior manager of the company before the disclosure of the company's inside information, or because of his managerial position, supervisory position and professional status, or as an employee of the company.

Article 11 The scope of insiders includes but is not limited to:

(1) Directors, supervisors and senior management of the company;

(2) Shareholders and their directors, supervisors and senior managers who directly or indirectly hold more than 5% of the company's shares, and the actual controllers of the company and their directors, supervisors and senior managers;

(3) the acquirer and its persons acting in concert or the counterparty and its affiliates, as well as their directors, supervisors and senior management personnel in major events that may affect the company's securities trading price;

(4) The company's holding subsidiaries and their directors, supervisors and senior managers;

(5) The legal representative (person in charge) and the manager of each securities service institution who prepare and issue documents such as sponsorship letters, audit reports, asset appraisal reports, legal opinions, financial advisory reports, and credit rating reports for major events of the company, as well as the legal representatives (responsible persons) and managers of relevant units involved in the consultation, formulation, and demonstration of major events;

(6) Internal staff of the company and the trading party who may have access to the above-mentioned inside information due to work needs;

(7) the spouses, children and parents of the natural persons provided for above;

(8) Other insiders stipulated by the securities regulatory authority and stock exchange in the place where the company's shares are listed.

Chapter IV: Management of Inside Information Circulation

Article 12 Requirements for approval of the circulation of inside information:

(1) The circulation of inside information should generally be strictly controlled within the scope of the department to which it belongs;

(2) For the circulation of inside information between the departments of the company and its subsidiaries (or branches), the various departments of the company and its subsidiaries (or branches) shall perform the necessary approval procedures for the circulation of inside information, and the transfer of inside information shall be approved by the head of the department before it can be transferred to other departments;

(3) Inside information needs to be transferred between subsidiaries (or branches), and the person in charge of the company that originally holds the inside information can only be transferred to other subsidiaries (or branches) after approval.

Article 13 Procedures for reporting, transmitting, reviewing and disclosing major events:

(1) The directors, supervisors, senior managers, competent departments or heads of subsidiaries of the company shall, after learning of the occurrence of major events, promptly report to the chairman of the board of directors and notify the secretary of the board of directors at the same time, and the chairman of the board of directors shall immediately report to the board of directors after receiving the report and urge the secretary of the board of directors to organize the information disclosure of the interim report.

Contracts, letters of intent, memorandums and other documents involving material information signed by the company shall be notified to the secretary of the board of directors before signing, and confirmed by the secretary of the board of directors. The aforesaid report shall be made in writing, telephone, e-mail, oral, etc., but if the secretary of the board of directors deems it necessary, the reporter shall provide the report and relevant materials in written form, including but not limited to agreements or contracts, government approvals, laws, regulations, court judgments and briefings related to such information. The reporter shall be responsible for the authenticity, accuracy and completeness of the submitted materials.

(2) If the secretary of the board of directors evaluates and reviews the relevant materials and believes that it is necessary to perform the information disclosure obligation as soon as possible, he shall immediately organize the securities affairs department to prepare the first draft of the information disclosure document and submit it to the relevant parties for approval; If it is necessary to perform the approval procedure, it shall be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation as soon as possible.

(3) The secretary of the board of directors shall submit the approved or approved information disclosure documents to the Shanghai Stock Exchange for review.

And after the review is passed, it will be publicly disclosed in the media designated by the CSRC.

(4) If there is any major progress or change in the above matters, the relevant personnel shall report to the chairman of the board of directors or the secretary of the board of directors in a timely manner, and the secretary of the board of directors shall disclose the relevant information in a timely manner.

Chapter V: Registration and Filing Management of Insiders of Inside Information

Article 14 The Company shall truthfully and completely record the list of all insiders of all insiders in the reporting, transmission, preparation, review, and disclosure of inside information before disclosure, as well as the time when the insiders knew the inside information, and other relevant files, for the Company's self-examination and inquiries by relevant regulatory authorities. The directors, supervisors and senior management of the company are the insiders of the inside information ex officio.

Article 15 When it comes to inside information related to mergers and acquisitions, issuance of securities, acquisitions, mergers, divisions, repurchase of shares, and equity incentives, the list of insiders of relevant inside information shall be submitted to the Jiangsu Securities Regulatory Bureau and the Shanghai Stock Exchange for the record in accordance with the requirements of the annex within 5 trading days after the public disclosure of the inside information. In addition, a memorandum of progress on major matters shall also be prepared, including but not limited to the time of each key point in the planning and decision-making process, the list of personnel participating in the planning and decision-making, and the method of planning and decision-making. The company shall urge the relevant personnel involved in the memorandum of process of major matters to sign and confirm on the memorandum of progress of major matters. The shareholders, actual controllers, and their affiliates of listed companies and other relevant entities shall cooperate in the preparation of memorandums on the progress of major matters.

Article 16 The directors, supervisors, senior managers and the heads of various departments and subsidiaries of the company shall accumulate money

Cooperate with the company to do a good job in the registration and filing of insiders, and timely inform the company of the situation of insiders and the changes of relevant insiders.

Article 17 The shareholders, actual controllers, related persons, acquirers, counterparties, securities service institutions and other insiders of the Company shall actively cooperate with the Company in the registration and filing of insiders, and promptly inform the Company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.

Article 18 The process of registration and filing of inside information:

(1) When inside information occurs, the insider who knows the information shall inform the company's securities department as soon as possible. The Securities Affairs Department shall promptly inform the relevant insiders of various confidentiality matters and responsibilities, and control the transmission of inside information and the scope of knowledge in accordance with various laws and regulations;

(2) The Securities Affairs Department shall organize relevant insiders to fill in the "Insider Information Knowledge" as soon as possible

Person Registration Form (see Annex), and verify the inside information in a timely manner to ensure the authenticity and accuracy of the content filled in the "Registration Form for Insiders of Inside Information";

(3) The Securities Affairs Department shall submit it to the secretary of the board of directors for review after verifying that it is correct, and if it is necessary to report to the Shanghai Stock Exchange and the Jiangsu Securities Regulatory Bureau in accordance with the relevant regulations, it shall report according to the regulations.

Article 19 The secretary of the board of directors shall register and file at the same time as the relevant personnel know the inside information, and the registration and filing materials shall be kept for at least ten years. The content of the registration and filing of insiders of inside information, including but not limited to the name, position, work unit, inside information known, channels and methods of knowledge, and time of knowledge of insiders.

Chapter VI: Management of Confidentiality of Inside Information

Article 20 The directors, supervisors, senior managers and relevant insiders of the company shall take necessary measures to control the insiders of the inside information to a minimum before the public disclosure of the inside information.

Article 21 The insider of the company's inside information shall be responsible for maintaining the confidentiality of the inside information he knows, and shall not disclose, report or report the inside information to the outside world in any form without authorization before the inside information is disclosed in accordance with the law, and shall not use the inside information to buy and sell the company's stocks and its derivatives, or suggest others to buy and sell the company's stocks and its derivatives, and shall not use the inside information for the benefit of himself, his relatives or others.

Article 22 The controlling shareholders and actual controllers of the company are discussing the possible impact on the company's stock price

When there is a significant impact, the scope of information should be kept to a minimum. If the matter has been circulated in the market and the company's stock price has changed, the controlling shareholder and actual controller of the company should immediately inform the secretary of the board of directors of the company so that the company can clarify it in a timely manner, or report directly to the Jiangsu Securities Regulatory Bureau or the Shanghai Stock Exchange.

Article 23 The Company shall provide the information to the major shareholders, actual controllers and other persons in the know

If the information is not disclosed, it shall be filed with the Secretariat of the Board of Directors before providing it, and confirm that it has signed a confidentiality agreement with it or obtained its commitment to the confidentiality of the relevant information, and shall make relevant registration in a timely manner.

Article 24 When deliberating and voting on non-public information proposals, the directors of the company shall conscientiously perform their duties

The directors of the joint party shall abstain from voting. If the major shareholder or actual controller requests the company to provide undisclosed information without reasonable reasons, the board of directors of the company shall refuse.

Article 25: Non-insider personnel should consciously refrain from inquiring into inside information. Not an Insider Officer

After becoming aware of the inside information, he or she becomes an insider and is subject to this system.

Article 26: Insiders shall properly keep documents, floppy disks, CD-ROMs, audio (video) tapes, meeting minutes, resolutions and other materials containing inside information, and are not allowed to borrow or copy them, let alone hand them over to others to carry or keep them.

Article 27 Due to work reasons, those who are often engaged in securities, finance and other positions related to inside information

Relevant personnel, under the premise of being conducive to the confidentiality of inside information and facilitating their work, should have independent office space and special office equipment.

Article 28 Insiders shall take appropriate measures to ensure that the relevant inside information and materials stored on the computer are not accessed or copied.

Article 29 Before the inside information is released, confidential and archival staff shall not contain inside information

documents, floppy disks, CD-ROMs, audio (video) tapes, meeting minutes, meeting resolutions and other documents and materials are borrowed.

Article 30 Before the announcement of inside information, the financial and statistical staff shall not disclose and submit the company's monthly, interim and annual statements and relevant data to the outside world. Prior to the official announcement, the aforesaid inside information shall not be disseminated and pasted in any form on the company's internal website.

Chapter VII: Pursuit of Responsibility

Article 31 Where an insider of inside information violates these Rules by leaking the inside information he knows to the outside world, or using the inside information to conduct insider trading or suggesting others to use the inside information to conduct transactions, causing serious impact or losses to the Company, the Board of Directors of the Company shall, depending on the severity of the circumstances, give the relevant responsible persons such sanctions as criticism, warning, demotion, dismissal, confiscation of illegal gains, and termination of labor contracts. The punishment of the securities regulatory authority, Jiangsu Securities Regulatory Bureau, stock exchange and other regulatory departments in the place where the company's shares are listed shall not affect the company's implementation of its punishment, and shall be punished concurrently.

Article 32 If a shareholder holding more than 5% of the company's shares or the actual controller of the company leaks information without authorization in violation of these regulations, causing losses to the company, the company reserves the right to pursue its legal responsibility.

Article 33 Sponsors, securities service institutions and their relevant personnel who prepare and issue special documents such as sponsorship letters, audit reports, asset appraisal reports, legal opinions, financial advisory reports, credit rating reports and other special documents for the company's major projects shall participate in the consultation, planning, demonstration and other aspects of the company's major projects

If the relevant units and relevant personnel leak information without authorization in violation of these provisions, the company may terminate the intermediary service contract and report it to the relevant industry association or management department for processing, depending on the severity of the situation, and the company reserves the right to pursue its legal responsibility if it causes losses to the company.

Article 34 If an insider violates this system and causes significant losses to the company and constitutes a crime, it will be transferred to the judicial authorities for investigation of his criminal liability in accordance with the law.

Chapter VIII: Supplementary Provisions

Article 35 The Company shall strengthen the education and training of persons with knowledge of inside information, ensure that persons with insider information are clear about their rights, obligations and legal responsibilities, urge relevant personnel to strictly perform their duties of information confidentiality, and resolutely put an end to insider trading.

Article 36 If the matters not covered in this system or are contrary to the relevant provisions, they shall be implemented in accordance with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Articles of Association, and the securities regulatory rules of the place where the company's shares are listed.

Article 37 The board of directors of the company is responsible for revising and interpreting this system.

Article 38 After the review and approval of the Board of Directors, this system shall come into force and be implemented on the date of listing of the overseas listed shares (H shares) issued by the Company on the Main Board of the Hong Kong Stock Exchange.

Suzhou NOVOSENSE Microelectronics Co., Ltd

March 2025

Annex:

Suzhou NOVOSENSE Microelectronics Co., Ltd. insider information insider registration form

Stock abbreviation: [ ] Stock code: [ ] Report time: year, month and day

Inside Information Note 1

Disclosure of information with the listed public insider information on the time of the inside information and the acquisition of information

Unit: Name of the insider ID card number Position Remarks

Division's Relationship Division Stage Obtain Channel Material Name Situation

Note 2 Note 3 Note 4

Note 1: Inside information matters should be reported on a case-by-case basis, i.e., each reported list of insiders of inside information only involves one type of inside information, and the lists of insiders involved in different inside information should be submitted separately for the record.

Note 2: If the insider of the inside information is an entity, it should be filled in as the company's shareholder, actual controller, related party, acquirer, counterparty, etc.; If it is a natural person, it is necessary to fill in the unit department, position, etc. to which it belongs.

Note 3: Fill in the stage of inside information, such as negotiation (planning), contract signing, internal report transmission, preparation, review, board resolution, etc.

Note 4: Fill in the basis for the major shareholder, actual controller or regulatory authority to require the company to submit information, such as the Statistics Law, Accounting Law and other relevant laws and regulations, departmental rules, normative documents, regulations of the superior department,

Institutional arrangements or informal requests such as e-mails made by major shareholders and actual controllers should clearly state the name of the document on which they are based, the promulgating entity, and the specific applicable provisions.