Avic Heavy Machinery Co.Ltd(600765)
Information disclosure management system
(March 2022 Edition)
Chapter I General Provisions
Article 1 in order to establish and improve the management system of information disclosure, improve the management level and quality of information disclosure, promote the standardized operation of the company according to law, and protect the legitimate rights and interests of investors of the company, the company, in accordance with the company law, the securities law and the measures for the administration of information disclosure of listed companies The provisions of laws, regulations, rules and normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 - management of information disclosure affairs, revise and improve the management system of information disclosure affairs of the company, Ensure the integrity of the content and effectiveness of the implementation of the information disclosure management system, so as to improve the authenticity, accuracy, integrity and timeliness of the company's information disclosure, and fulfill the obligation of information disclosure.
Article 2 the management system of information disclosure affairs shall be established by the board of directors of the company. The board of directors is responsible for the effective implementation of the system to ensure the timeliness and fairness of the company's relevant information disclosure, as well as the authenticity, accuracy and integrity of the information disclosure.
Article 3 the "company" mentioned in this system refers to Avic Heavy Machinery Co.Ltd(600765) ; "CSRC" means the China Securities Regulatory Commission; "Shanghai Stock Exchange" means Shanghai Stock Exchange; "Designated newspaper" refers to the information disclosure newspaper designated by the CSRC; "Designated website" refers to the website designated by the CSRC and Shanghai Stock Exchange. The information disclosure documents mentioned in this system include periodic reports, interim reports, prospectuses, prospectus, listing announcement, acquisition report, etc.
Article 4 the information disclosure management system is applicable to the following personnel and institutions: (I) the Secretary of the board of directors and the information disclosure management department of the company;
(II) directors and board of directors of the company and its subsidiaries;
(III) supervisors and board of supervisors of the company and its subsidiaries;
(IV) senior managers of the company and its subsidiaries;
(V) heads of all departments of the company's headquarters, branches and subsidiaries; (VI) controlling shareholders, actual controllers, shareholders holding more than 5% (including 5%) and persons acting in concert of the company;
(VII) other company personnel and departments responsible for information disclosure.
Chapter II Basic Principles of information disclosure
Article 5 the company and relevant information disclosure obligors shall disclose information in a timely and fair manner in accordance with laws and regulations, this management system and other provisions of the Shanghai Stock Exchange, and ensure that the information disclosed is true, accurate, complete, concise, clear and easy to understand, without false records, misleading statements or major omissions.
The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time, and shall not be disclosed to any unit or individual in advance. However, unless otherwise provided by laws and administrative regulations.
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. No unit or individual may illegally require the information disclosure obligor to provide information that needs to be disclosed according to law but has not been disclosed.
Article 6 in addition to the information required to be disclosed according to law, the company and relevant information disclosure obligors may voluntarily disclose information related to investors' value judgment and investment decision-making, but shall not conflict with the information disclosed according to law or mislead investors.
The information voluntarily disclosed by the company and relevant information disclosure obligors 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 company and relevant information disclosure obligors 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 voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 7 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 8 where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 9 the information disclosed according to law shall be published on the website of the Shanghai Stock Exchange and the media meeting the conditions stipulated by the CSRC, and shall be kept at the company's domicile and the Shanghai stock exchange for the public to consult.
The full text of the information disclosure documents shall be disclosed on the website of the Shanghai Stock Exchange and the website of newspapers and periodicals that meet the conditions prescribed by the CSRC. The summaries of 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 that meet the conditions prescribed by the CSRC.
The company and relevant information disclosure obligors shall not replace the reporting and announcement obligations in any form such as press release or answering reporters' questions, and shall not replace the interim reporting obligations in the form of regular reports.
Article 10 the company shall submit the draft of information disclosure announcement and relevant documents for future reference to Guizhou securities regulatory bureau.
Article 11 the company's information disclosure adopts direct disclosure and non direct disclosure.
Chapter III contents of information disclosure management system
Section I periodic report
Article 12 the periodic reports that the company shall disclose 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.
Article 13 an annual report shall be prepared and disclosed within four months from the end of each fiscal year, an interim report within two months from the end of the first half of each fiscal year, and a quarterly report within one month after the end of the third and ninth months of each fiscal year. The disclosure time of the company's quarterly report in the first quarter shall not be earlier than that of the company's annual report in the previous year. If the company is expected to be unable to disclose the periodic report within the specified time limit, it shall timely announce the reasons, solutions and the deadline for delayed disclosure. Article 14 the following contents shall be recorded in the annual report
(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% of shares, 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 prescribed by the CSRC.
Article 15 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 prescribed by the CSRC.
Article 16 the contents of the periodic report shall be examined and approved by the board of directors of the company. 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 report, stating whether the preparation and review procedures of the board of directors meet the requirements of laws and regulations and relevant provisions of the Shanghai Stock Exchange, and whether the contents of the periodic report can truly, accurately and completely reflect the actual situation of the company.
The board of supervisors of the company 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 meet the requirements of laws and regulations and relevant provisions of the Shanghai Stock Exchange, and whether the contents of the periodic 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.
Section II interim report
Article 20 when a major event occurs that may have a great impact on the trading price of the company's securities and their derivatives, and the investor has not been informed, the company shall immediately disclose it, explaining the cause, current status and possible impact of the event. 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） Appointing or dismissing an accounting firm to audit the company; （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 prescribed by the CSRC.
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 21 when 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 22 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.
If one of the following circumstances occurs 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) it is difficult to keep the major event 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 23 after the company discloses a major event, if there is any progress or change in the disclosed major event that may have a great impact on the trading price of the company's securities and their derivatives, the company shall disclose the progress or change and the possible impact in a timely manner.
Article 24 Where a major event specified in Article 20 of this system occurs to the holding subsidiary of the company, which may have a great impact on the trading price of the company's securities and their derivatives, the company shall perform the obligation of information disclosure.
In case of any event that may have a great impact on the trading price of the company's securities and their derivatives, the company shall perform the obligation of information disclosure. Article 25 Where the acquisition, merger, division, issuance of shares, repurchase of shares and other acts of the company lead to significant changes in the total share capital, shareholders and actual controllers of the company, the information disclosure obligor shall perform the obligation of reporting and announcement according to law and disclose the changes in equity.
Article 26 the company shall pay attention to its securities and derivatives
