China Avionics Systems Co.Ltd(600372) measures for the administration of investor relations
(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 standardize the management of investor relations of China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company), promote the standardized operation of the company, protect the legitimate rights and interests of investors, enhance the value of the company and the interests of shareholders, and establish a good relationship with investors. In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the management of investor relations of listed companies (Draft for comments), the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the China Avionics Systems Co.Ltd(600372) articles of Association (hereinafter referred to as the articles of association), and in combination with the actual situation of the company, These measures are formulated.
Article 2 investor relations management refers to that listed companies strengthen communication with investors and potential investors through interactive communication, appeal handling, information disclosure and shareholder rights protection, so as to enhance investors’ understanding and recognition of the company, so as to improve the level of corporate governance and the overall value of the enterprise, and form respect for investors Investors revere the company’s cultural activities and returns.
Article 3 the investor relations management of the company shall comply with the national laws and regulations and the provisions of the Shanghai Stock Exchange and the articles of association on the information disclosure of listed companies.
Chapter II objectives and principles of investor relations management
Article 4 the purpose of investor relationship management is:
（1） Strengthen communication with investors through full information disclosure to enhance investors’ further understanding and familiarity with the company;
（2） Increase the transparency of corporate information disclosure and improve corporate governance;
（3） Promote investors’ understanding and recognition of the company and establish a good capital market image of the company;
（4） Promote an atmosphere of honesty and mutual benefit between the company and investors and form a corporate culture of respecting investors;
（5） Promoting the maximization of the company’s overall interests and the growth of shareholders’ wealth
Capital concept.
Article 5 basic principles of investor relations management
（1） Compliance principle. The company shall actively manage investor relations on the basis of complying with relevant laws and regulations and disclosing information truthfully, accurately, completely, timely and fairly.
（2） Initiative principle. The company shall actively carry out investor relations management activities, listen to the opinions and suggestions of investors and respond to the demands of investors in a timely manner.
（3） Principle of equality. The company shall treat all investors equally in investor relations management, especially create opportunities for small and medium-sized investors to participate in investor relations management activities.
（4） The principle of honesty and trustworthiness. In the investor relations management activities, the company shall pay attention to integrity, abide by the bottom line, be responsible and responsible, and shape and maintain the company’s good market image.
（5） The principle of confidentiality. In the investor relations management activities, the company has done a good job of confidentiality and kept the state secrets and the company’s business secrets in strict accordance with the relevant provisions of the state confidentiality administration department, the national defense science, technology and industry administration department and AVIC on confidentiality management.
Chapter III contents and methods of investor relations
Article 6 in the investor relations work, the communication between the company and investors mainly includes:
（1） Statutory information disclosure and its description, including periodic reports and interim announcements; （2） The company’s development strategy, including the company’s development direction, development plan, competitive strategy and business policy;
（3） The operation and management information that the company can disclose according to law, including production and operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, etc; （4） Major matters that can be disclosed by the company according to law, including the company’s major investment and its changes, asset restructuring, mergers and acquisitions, foreign cooperation, foreign guarantees, major contracts, related party transactions, major litigation or arbitration, changes in management and changes in major shareholders; （5） Environmental protection and social responsibility of the company;
（6） Corporate governance information, business philosophy and corporate culture;
（7） Other relevant information of the company.
Article 7 the company can carry out investor relations management through multiple channels, platforms and ways. Through the company’s website, new media platform, telephone, fax, e-mail, investor education base and other channels, and using the network infrastructure of China Investor network and stock exchange, the company can take the following measures: general meeting of shareholders, investor briefing, roadshow, analyst meeting, reception of visitors Communicate with investors through discussion and exchange.
Article 8 it shall be published in newspapers and designated websites in accordance with laws, regulations, securities regulatory authorities and Shanghai Stock Exchange.
Article 9 the information disclosed by the company in other public media shall not precede the designated newspapers and designated websites, and shall not replace the company’s announcement in other forms such as press release or answering reporters’ questions.
The company shall clearly distinguish between advertising and media reports, and shall not use advertising materials and paid means to affect the objective and independent reports of the media.
The company shall pay attention to the publicity and reports of the media in time and respond appropriately when necessary.
Article 10 the company shall set up a special investor consultation telephone and fax. The consultation telephone shall be in the charge of a special person familiar with the situation to ensure that the line is unblocked and carefully answered during working hours. If there is any change in the consultation telephone number, it shall be announced as soon as possible.
The company can use the network and other modern communication tools to carry out regular or irregular exchange activities conducive to improving investor relations.
Article 11 the company may arrange investors and analysts to visit the company and its holding subsidiaries for on-site visit, discussion and communication.
The company shall reasonably and properly arrange the activity process to avoid giving visitors access to unpublished information on major events.
Article 12 the company shall give full consideration to the time and place of the general meeting of shareholders, provide convenience for shareholders, especially minority shareholders, to attend the general meeting of shareholders, and provide necessary time for investors to speak, ask questions and communicate with directors, supervisors and senior managers of the company. The general meeting of shareholders shall provide online voting.
Article 13 in addition to performing the obligation of information disclosure according to law, a listed company shall actively hold an investor briefing meeting to introduce the situation, answer questions and listen to suggestions to investors. The investor briefing includes performance briefing, cash dividend briefing, major event briefing, etc. In general, the chairman and general manager should attend the investor briefing. Under the following circumstances, the listed company shall hold an investor explanation meeting in time: (1) the cash dividend level of the company in the current year does not meet the relevant provisions, and the reasons need to be explained;
（2） The company terminates the reorganization after disclosing the reorganization plan or reorganization report; （3） The company’s securities trading has abnormal fluctuations specified in relevant rules, and the company finds that there are undisclosed major events after verification;
（4） Major events related to the company are highly concerned or questioned by the market;
（5） After the disclosure of the annual report, the company shall timely hold an annual report performance explanation meeting in accordance with the provisions of the CSRC and the stock exchange to explain the industry status, development strategy, production and operation, financial status, dividends, risks and difficulties of the company and other contents concerned by investors;
（6） Other circumstances where an investor briefing meeting should be held in accordance with the provisions of the CSRC and the stock exchange.
The company shall make a public announcement in advance when holding the investor briefing meeting, and disclose the information of the briefing meeting in time afterwards. The details shall be stipulated by each stock exchange. The investor briefing meeting shall be held in a way convenient for investors to participate. If it is held on site, it shall be broadcast live through the Internet and other channels at the same time.
Article 14 the company can communicate and exchange the company’s situation, answer questions and listen to relevant opinions and suggestions through roadshows, analyst meetings and other means.
Article 15 the company shall earnestly fulfill the primary responsibility for handling investors’ complaints, establish and improve the complaint handling mechanism, actively handle relevant complaints and handle investors’ demands according to law.
Article 16 the company shall cooperate and support the legitimate acts of investors to safeguard their shareholders’ rights.
In case of any dispute between the investor and the company, both parties may apply to the mediation organization for mediation. If an ordinary investor has a securities business dispute with a listed company and an ordinary investor requests mediation, the company shall not refuse.
The company shall actively support and cooperate with the activities of investor protection institutions to safeguard the legitimate rights and interests of investors, such as soliciting shareholders’ rights, shareholding exercise, dispute mediation, representative litigation and so on.
Article 17 the company shall timely pay attention to the publicity and reports of the media and respond appropriately when necessary.
Chapter IV Organization and implementation of investor relations
Article 18 the Secretary of the board of directors of the company is the person in charge of investor relations management. The company and its directors, supervisors and senior managers shall provide convenience for the Secretary of the board of directors to perform his duties.
Article 19 the Securities Affairs Department of the company is the functional department of investor relations management of the company, which is responsible for carrying out investor relations management activities.
Article 20 the main responsibilities of the company’s investor relations management include:
（1） Formulate investor relations management system;
（2） Organize timely and proper handling of investor consultation, complaints and suggestions, and regularly feed back to the board of directors and management of the company;
（3） Manage, operate and maintain relevant channels and platforms for investor relations management; （4） Organize investor relations management activities to communicate with investors;
（5） Statistical analysis of the number, composition and changes of the company’s investors; （6） Carry out other activities conducive to improving investor relations.
Article 21 the company and its directors, supervisors, senior managers and staff shall not be under the following circumstances in the management activities of investor relations:
（1） Disclose or release the information of major events that have not been publicly disclosed;
（2） Contain false or misleading contents, and make exaggerated publicity and misleading tips;
（3） Make expectations or commitments on the price of the company’s securities;
（4） Unfair treatment of minority shareholders such as discrimination and contempt;
（5） Other violations of information disclosure rules or suspected of manipulating securities prices.
Article 22 the company’s personnel engaged in investor relations management shall have the following qualities and skills:
（1） Fully understand all aspects of the company.
（2） Have a good knowledge structure, and be familiar with relevant laws and regulations such as corporate governance, financial accounting and the operation mechanism of securities market.
（3） Good communication and coordination skills.
（4） Have good conduct and professional quality, honest and trustworthy.
Article 23 the company shall regularly conduct systematic training on investor relations management for directors, supervisors, senior managers and staff. Encourage to participate in relevant training organized by the CSRC and its dispatched offices, stock exchanges, industry associations and other self regulatory organizations.
Article 24 the company shall establish and improve the archives of investor relations management, create an investor relations management database and archive it in electronic or paper form.
Article 25 the securities affairs department shall continue to pay attention to the news media and the Internet
All kinds of important information about the company that may lead to changes in share price shall be fed back to the Secretary of the board of directors in time, and the Secretary of the board of directors shall report to the board of directors and management.
Article 26 without affecting production and operation, involving state secrets and divulging
On the premise of disclosing trade secrets, other functional departments of the company, holding subsidiaries of the company and all employees of the company are obliged to assist the investor relations management department in relevant work. Article 27 the company shall establish a good internal coordination mechanism and information collection
System. The department or personnel in charge of investor relations shall timely collect the production and operation, finance, litigation and other information of each department and the holding subsidiary, and all departments of the company and the holding subsidiary shall actively cooperate.
Article 28 the company may employ a professional investor relations agency to assist
Implement investor relations.
Article 29 when the company carries out major investor relations promotion activities, the directors, supervisors and senior executives of the company shall actively cooperate and accept the unified arrangement and coordination of the company.
Article 30 if the company arranges investor relations activities involving state secrets, it shall formulate a confidentiality work plan and unify the publicity caliber in accordance with the confidentiality management regulations. In the process of registering the information of visiting institutions and personnel, we should strengthen confidentiality education and reminder, avoid single person reception, and pay attention to avoid giving visitors access to undisclosed major event information. The external provision of materials shall be subject to the pre-approval of the company’s securities affairs department, relevant competent business departments and confidentiality management departments.
Chapter V supplementary provisions
Article 31 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 32 the board of directors shall be responsible for the interpretation of these measures.
Article 33 These Measures shall be implemented from the date of deliberation and approval by the board of directors, and the measures for the administration of investor relations of AVIC avionics Co., Ltd. shall be repealed at the same time. Annex 1: letter of commitment
2: Record of investor relations activities
Letter of commitment
China Avionics Systems Co.Ltd(600372) ：
I (the company) know that China Avionics Systems Co.Ltd(600372) (hereinafter referred to as ” China Avionics Systems Co.Ltd(600372) “) is a military confidential unit. When participating in China Avionics Systems Co.Ltd(600372) related research (or visit, interview, discussion) and other related activities, I will strictly abide by the confidentiality regulations and solemnly promise as follows: 1 Do not deliberately inquire into China Avionics Systems Co.Ltd(600372) undisclosed major information and state secrets, and do not communicate or inquire with persons other than those designated by China Avionics Systems Co.Ltd(600372) without China Avionics Systems Co.Ltd(600372) without permission;
2. Do not disclose the unpublished material information obtained unintentionally, and do not use the obtained unpublished material information to buy and sell China Avionics Systems Co.Ltd(600372) securities or suggest others to buy and sell China Avionics Systems Co.Ltd(600372) securities;
3. In the process of visiting the plant, visit the route and area according to the regulations, obey the China Avionics Systems Co.Ltd(600372) arrangement, and prohibit the use of mobile phones and isophones
