China Avionics Systems Co.Ltd(600372) information disclosure management system
(reviewed and approved by the third (Interim) meeting of the seventh board of directors in 2022) March 2002
Chapter I General Provisions
Article 1 in order to regulate the information disclosure behavior of China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company) and other information disclosure obligors, strengthen the management of information disclosure affairs and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) This system is formulated in accordance with the provisions of laws, regulations and normative documents such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and the China Avionics Systems Co.Ltd(600372) articles of Association (hereinafter referred to as the articles of association).
Article 2 “information disclosure” as mentioned in this system refers to the disclosure of information required by relevant laws, regulations and normative documents, the securities regulatory authority and the Shanghai Stock Exchange (hereinafter referred to as the Shanghai Stock Exchange), and the information that the Shanghai Stock Exchange or the board of directors of the company believes may have a significant impact on the trading price of the company’s shares and their derivatives on the specified media within the specified time limit, The act of announcing to shareholders and the public in a prescribed manner and delivering it to the securities regulatory authority and the Shanghai stock exchange for review or filing in accordance with the prescribed procedures.
Article 3 the term “information disclosure obligor” as mentioned in this system refers to:
(I) shareholders or actual controllers holding more than 5% of the company’s shares;
(II) directors and board of directors of the company;
(III) the company’s supervisors and the board of supervisors;
(IV) senior management of the company;
(V) secretary of the board of directors and Information Disclosure Management Department of the company;
(VI) subsidiaries controlled and controlled by all departments and levels of the company (hereinafter referred to as subsidiaries) and their principals;
(VII) natural persons, units and their related personnel such as the acquirer of the company, parties involved in major asset restructuring, refinancing and major transactions;
(VIII) other subjects who undertake the obligation of information disclosure as stipulated by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 4 information disclosure obligors shall timely perform their obligations of information disclosure in accordance with the law, and the information disclosed shall be true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions. The term “timely” as mentioned above refers to two trading days (the same below) from the starting date or the time point of disclosure of this system.
Before the disclosure of inside information according to law, insiders of inside information and those who illegally obtain inside information shall not disclose or disclose the information, and shall not use the information for insider trading.
Information disclosure shall comply with the relevant provisions on state confidentiality, and the information disclosed shall not involve state secrets.
Article 5 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure that the information disclosed is true, accurate and complete, and the information disclosure is timely and fair.
Article 6 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but it shall not conflict with the information disclosed according to law or mislead the investor.
The information voluntarily disclosed by the information disclosure obligor shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 7 if the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 8 information disclosure documents include periodic reports, interim reports, prospectus, prospectus, listing announcement, acquisition report, etc.
Article 9 the information disclosed by the company shall be published on the website of the Shanghai Stock Exchange and the media meeting the conditions prescribed by the CSRC, and shall be kept at the company’s domicile and the Shanghai stock exchange for public inspection.
The full text of the information disclosure documents shall be disclosed on the website of the Shanghai Stock Exchange and the website legally established by the newspapers and periodicals meeting the conditions prescribed by the CSRC. The summaries of the information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the website of the Shanghai Stock Exchange and the newspapers and periodicals meeting the conditions prescribed by the CSRC.
Information disclosure obligors shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 10 the information disclosure obligor shall submit the draft of the information disclosure announcement and relevant documents for future reference to the securities regulatory authority in the place where the company is registered.
Chapter II periodic reports
Article 11 the periodic reports disclosed by the company include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed, but it shall not involve state secrets.
The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
Article 12 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report within one month from the end of the first three months and the first nine months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall report to the Shanghai Stock Exchange in time, and announce the reasons, solutions and the deadline for delayed disclosure.
Article 13 the annual report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total amount of shares and bonds, the total number of shareholders and the shareholding of the top ten shareholders of the company at the end of the reporting period;
(IV) shareholders holding more than 5%, controlling shareholders and actual controllers;
(V) appointment, shareholding change and annual remuneration of directors, supervisors and senior managers;
(VI) report of the board of directors;
(VII) management discussion and analysis;
(VIII) major events during the reporting period and their impact on the company;
(IX) full text of financial accounting report and audit report;
(x) other matters stipulated by the CSRC and the Shanghai Stock Exchange.
Article 14 the interim report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total number of shareholders, the shareholding of the top ten shareholders of the company, and the changes of the controlling shareholders and actual controllers; (IV) management discussion and analysis;
(V) major litigation, arbitration and other major events during the reporting period and their impact on the company; (VI) financial and accounting reports;
(VII) other matters stipulated by the CSRC and the Shanghai Stock Exchange.
Article 15 the quarterly report shall include the following contents:
(I) basic information of the company;
(II) main accounting data and financial indicators;
(III) the issuance and changes of the company’s shares and bonds, the total number of shareholders and the shareholding of the top ten shareholders of the company;
(IV) important events during the reporting period;
(V) other matters stipulated by the CSRC and the Shanghai Stock Exchange.
Article 16 the contents of the periodic report shall be examined and approved by the board of directors. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports, stating whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions. The supervisor shall sign a written confirmation opinion. The written review opinions issued by the board of supervisors on the periodic report shall explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the company.
If a director or supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections, he shall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews the periodic report.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Directors, supervisors and senior managers shall follow the principle of prudence when expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy and integrity of the contents of periodic reports is naturally exempted not only because of their opinions.
Article 17 Where the company expects a loss or significant change in its operating performance, it shall make a performance forecast in time.
Article 18 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period.
Article 19 Where a non-standard audit opinion is issued in the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion.
Article 20 the format and preparation rules of periodic reports shall comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Chapter III interim report
Article 21 interim report refers to the announcement other than periodic report issued by the company in accordance with laws, administrative regulations, departmental rules and other normative documents such as the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and so on. Article 22 matters to be disclosed in the interim report:
(I) resolutions of the board of directors, resolutions of the board of supervisors, notices and resolutions of the general meeting of shareholders (materials of the general meeting of shareholders);
(II) transactions that should be disclosed in accordance with relevant laws and regulations and the rules of Shanghai Stock Exchange;
(III) related party transactions that meet the disclosure standards in accordance with relevant laws and regulations and the rules of Shanghai Stock Exchange;
(IV) major events that may have a great impact on the trading price of the company’s securities and their derivatives.
The major events mentioned in the preceding paragraph include:
(I) major events specified in paragraph 2 of Article 80 of the securities law;
(II) the company is liable for large amount of compensation;
(III) the company makes provision for impairment of large assets;
(IV) the shareholders’ equity of the company is negative;
(V) the company’s main debtors are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
(VI) newly promulgated laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
(VII) the company carries out equity incentive, share repurchase, major asset restructuring, asset spin off or listing;
(VIII) the court ruled to prohibit the controlling shareholder from transferring its shares; More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
(IX) major assets are sealed up, seized or frozen; Major bank accounts are frozen;
(x) the company is expected to suffer losses or significant changes in its operating performance;
（11） Major or all businesses come to a standstill;
（12） Obtain additional income that has a significant impact on the current profit and loss, which may have a significant impact on the company’s assets, liabilities, equity or operating results;
（13） The company appoints or dismisses an accounting firm;
（14） Major independent changes in accounting policies and accounting estimates;
（15） Being ordered to correct by relevant authorities or decided by the board of directors due to errors, non disclosure in accordance with regulations or false records in the previously disclosed information;
（16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities;
（17） The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
（18） Other directors, supervisors and senior managers of the company other than the chairman or manager are unable to perform their duties normally for more than three months or are expected to do so for more than three months due to physical reasons, work arrangements and other reasons, or are subject to coercive measures taken by the competent authority due to suspected violations of laws and regulations and affect their performance of their duties;
（19） Other matters stipulated by the CSRC and the Shanghai Stock Exchange.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure.
Article 23 Where a company changes its name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number, it shall disclose them immediately. Article 24 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
(I) when the board of directors or the board of supervisors forms a resolution on the major event;
(II) when the parties concerned sign a letter of intent or agreement on the major event;
(III) when the directors, supervisors or senior managers are aware of the occurrence of the major event.
In case of any of the following circumstances before the time point specified in the preceding paragraph, the company shall timely disclose the current situation of relevant matters and risk factors that may affect the progress of the event:
(I) the major event is difficult to keep confidential;
(II) the major event has been disclosed or there are rumors in the market;
(III) abnormal transactions of the company’s securities and their derivatives.
Article 25 after the company discloses major events, the disclosed major events may cause damage to the company
