China Avionics Systems Co.Ltd(600372) insider registration system (deliberated and approved by the third meeting (Provisional) of the seventh board of directors in 2022) March 2002
Chapter I General Provisions
Article 1 in order to standardize the management of inside information and insiders of China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company), Regulations of the people’s Republic of China on the administration of insider information disclosure of listed companies No. 5 of the securities exchange of the people’s Republic of China This system is formulated in combination with the actual situation of the company in accordance with the provisions of laws, administrative regulations, departmental rules and other normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 2 – management of information disclosure affairs, as well as the China Avionics Systems Co.Ltd(600372) articles of Association (hereinafter referred to as the articles of association).
Article 2 the board of directors of the company guarantees that the files of insiders of inside information are true, accurate and complete, and the chairman is the main responsible person. The Secretary of the board of directors is responsible for the registration, filing and submission of insider information of the company. The securities affairs department (Office of the board of directors) of the company is the centralized management department of inside information, which is responsible for the daily management of the registration of insiders of the company’s inside information.
The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
The board of supervisors of the company shall supervise the implementation of the insider registration management system.
Article 3 this system is applicable to the company’s headquarters, subsidiaries, joint-stock companies that the company can have a significant impact on and external units that obtain the company’s inside information due to the performance of their duties. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the inside information and information disclosure related to the company to the outside world. The directors, supervisors and senior managers of the company and all departments and subsidiaries of the headquarters shall keep the inside information confidential
Chapter II insider information and insider scope
Article 4 the insider information referred to in this system refers to the unpublished information known by insiders, involving the operation and finance of the company or having a significant impact on the price of the company’s securities and their derivatives in trading activities. Not disclosed means that it has not been officially disclosed on the website of Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange) and the media that meet the conditions stipulated by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission). The scope of inside information includes but is not limited to:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results; (IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly, and the situation of the actual controllers of the company and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status; （13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company; （15） The company fails to pay off its due debts;
（16） The company’s new borrowings or external guarantees exceed the net amount at the end of the previous year
20% of assets;
（17） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（18） The company incurred major losses exceeding 10% of the net assets at the end of the previous year; （19） The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or enters bankruptcy proceedings according to law and is ordered to close down;
（20） Major litigation and arbitration involving the company;
（21） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（22） Other matters stipulated by the CSRC and the Shanghai Stock Exchange.
Article 5 insiders of inside information include but are not limited to the following units and individuals who can directly or indirectly obtain inside information before the disclosure of the company’s inside information:
(I) the company and its directors, supervisors and senior managers;
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, and the actual controller of the company and its directors, supervisors and senior managers; (III) the company controlled or actually controlled by the company and its directors, supervisors and senior managers;
(IV) personnel who can obtain relevant inside information of the company due to their positions or business dealings with the company;
(V) the company’s acquirer or major asset trading party and its controlling shareholders, actual controllers, directors, supervisors and senior managers;
(VI) relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions who can obtain insider information due to their position and work; (VII) staff of securities regulatory bodies who can obtain inside information due to their duties and work;
(VIII) staff of relevant competent departments and regulatory institutions who can obtain inside information due to their statutory duties in the issuance and trading of securities or the management of the company and its acquisitions and major asset transactions;
(IX) other personnel who can obtain inside information as stipulated by laws, administrative regulations and the CSRC.
Chapter III Registration and filing of insiders
Article 6 before the public disclosure of inside information according to law, the company shall timely record the list of insiders of inside information in the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, fill in the file of insiders of inside information from the date of knowing the inside information, and declare the time, place, basis, method The insider of inside information shall sign for confirmation.
Article 7 files of insiders of inside information include:
(I) name, ID number or unified social credit code; (II) the unit, Department, position or post, and the relationship with the company;
(III) the time and method of knowing the inside information;
(IV) content and stage of inside information;
(V) registration time, registrant and other information.
The time of knowing the inside information specified in the preceding paragraph refers to the first time that the insider knows or should know the inside information.
The ways of knowing inside information specified in the preceding paragraph include but are not limited to talks, telephone, fax, written reports, e-mail, etc. The stage of inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 8 under the following circumstances, the relevant units or personnel listed in this item shall fill in the insider files of their own units:
(I) when the company’s shareholders, actual controllers and their related parties study and initiate major matters involving the company, as well as other matters that have a significant impact on the market price of the company’s securities and their derivatives;
(II) securities companies, securities service institutions, law firms and other securities service institutions are entrusted to engage in securities service business, and the entrusted matters have a significant impact on the market price of the company’s securities and their derivatives;
(III) acquirers, parties to major asset restructuring transactions and other initiators involved in the company and having a significant impact on the market price of the company’s securities and their derivatives.
The above-mentioned entities shall deliver the insider files to the company in stages according to the progress of the matter, but the delivery time of the complete insider files shall not be later than the public disclosure time of the insider information. The files of insiders of inside information shall be filled in according to the requirements of this system and confirmed by insiders of inside information.
The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3 of this article.
Article 9 if the company needs to regularly submit information to the relevant administrative departments in accordance with the requirements of relevant laws, regulations and policies before the disclosure of insider information, it can be regarded as the same insider information matter without significant changes in the reporting department and content, register the name of the relevant administrative departments in the same form, and continue to register the time of submitting information. In addition to the above circumstances, the files of insiders of inside information shall be registered in the form of one thing one record.
Article 10 insiders of inside information shall actively cooperate with the company in the registration and filing of insiders of inside information, timely inform the company of the insiders of major events that have occurred or are to occur, and fill in and report in accordance with the relevant requirements of this system.
Article 11 Where a company conducts acquisition, major asset reorganization, issuance of securities, merger, division, spin off listing, share repurchase, equity incentive and other matters that may have a significant impact on the market price of the company’s securities and their derivatives as required by the CSRC and the Shanghai Stock Exchange, it shall fill in the insider file of inside information, And submit the insider file information to the Shanghai Stock Exchange.
At the same time, a memorandum on the progress of major events 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 decision-makers involved in the planning and decision-making, the planning and decision-making methods, etc., and the relevant personnel involved shall sign on the Memorandum for confirmation.
The company’s shareholders, actual controllers, affiliates, acquirers, counterparties, securities service institutions and other insiders shall actively cooperate with the company in the registration of insiders, and timely inform the company of the insiders of major events that have occurred or are about to occur and the changes of relevant insiders.
Article 12 procedures for registration and filing of insiders
(I) when inside information occurs, the insider who knows the information (mainly the person in charge of each department and organization) shall inform the Secretary of the board of directors at the first time. The Secretary of the board of directors shall timely inform relevant insiders of various confidential matters and responsibilities, and control the transmission and scope of insider information in accordance with various laws and regulations;
(II) the Secretary of the board of directors shall organize relevant insiders to fill in the registration form of insiders at the first time. If it is a major event specified in paragraph 1 of Article 11 of this system, he shall timely organize the preparation of the progress memorandum of major events, and timely verify the registration information of insiders, so as to ensure the authenticity and accuracy of the contents filled in;
(III) the Secretary of the board of directors shall submit it to the securities affairs department for filing and recordation after verification, and report to the Shanghai stock exchange for recordation in accordance with the regulations.
Article 13 after the company discloses major events, if there are major changes in relevant events, the company shall timely supplement and improve the insider files and the progress memorandum of major events. The files of insiders of inside information and the progress memorandum of major events shall be kept for at least 10 years from the date of recording (including supplement and improvement).
The company shall, within 5 trading days after the public disclosure of the inside information according to law, submit the insider files of the inside information and the progress memorandum of major events to the Shanghai Stock Exchange.
Article 14 the company shall submit insider information, insider files and major matters
A written commitment shall be issued at the time of the memorandum to ensure the authenticity, accuracy and completeness of the information and contents of the insiders. The chairman of the company and the Secretary of the board of directors shall sign confirmation opinions on the written commitment.
Chapter IV confidentiality and accountability
Article 15 insiders of the company’s inside information shall be responsible for the confidentiality of the inside information they know. Before the disclosure of the inside information according to law, they shall not disclose it in any form, use the inside information to buy and sell the company’s shares and derivatives, or suggest others to buy and sell the company’s shares and derivatives.
Article 16 the directors, supervisors, senior managers and insiders of relevant inside information of the company shall take necessary measures to minimize the insiders of the information before the public disclosure of the inside information. The company will also inform the insider of the above matters by signing a confidentiality agreement or a notice prohibiting insider trading. Article 17 when discussing matters that may have a significant impact on the company’s securities trading price, the controlling shareholders and actual controllers of the company shall minimize the scope of information. If the matter has been circulated in the market and changes the securities trading price of the company, the controlling shareholder and actual controller of the company shall immediately inform the company so that the company can explain or clarify it in time.
Article 18 before the disclosure of inside information according to law, the shareholders and actual controllers of the company shall not abuse their shareholders’ rights and dominant position, and shall not require the company to provide them with inside information.
Article 19 Where insiders of inside information disclose the inside information they know, or use the inside information for insider trading, or suggest others to use the inside information for trading, which has caused serious impact or loss to the company, the board of directors of the company shall impose administrative and economic penalties on the relevant responsible persons.
Article 20 the company shall verify the insider’s behavior of insider trading, disclosing insider information or suggesting others to use insider information for trading, and pursue the responsibilities of relevant personnel in accordance with relevant regulations and this system
