Guanglian Aviation Industry Co.Ltd(300900)
Administrative measures for information disclosure
Chapter I General Provisions
Article 1 in order to regulate the information disclosure management of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), promote the standardized operation of the company according to law, and safeguard the legitimate rights and interests of the company, investors, creditors and other stakeholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) Measures for the administration of information disclosure of listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (SZS [2020] No. 1292, hereinafter referred to as GEM Listing Rules), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (SZS [2022] No. 14, hereinafter referred to as self regulatory guidelines No. 2) These measures are hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure Affairs (SZS [2022] No. 17), the Interim Measures for the management of special financial information disclosure of foreign financing of military enterprises (hereinafter referred to as the measures for military financial information disclosure) and other laws, regulations and normative documents, as well as the relevant provisions of Guanglian Aviation Industry Co.Ltd(300900) articles of association.
Article 2 the company and relevant information disclosure obligors shall timely and fairly disclose all information that may have a great impact on the transfer price of the company’s shares and other securities (hereinafter referred to as material information). And ensure that the contents of information disclosure are true, accurate, complete, timely and fair, and there are no false records, misleading statements or major omissions.
The information disclosure obligors mentioned in this system include but are not limited to the following institutions and personnel:
(I) secretary of the board of directors of the company;
(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) heads of all departments of the company;
(VI) principals of subsidiaries and branches of the company (if any);
(VII) controlling shareholders and major shareholders holding more than 5% of the company;
(VIII) actual controller of the company;
(IX) the purchaser of the company;
(x) natural persons, units and their related personnel, bankruptcy administrators and their members related to major asset restructuring, refinancing and major transactions;
（11） Other company personnel and departments responsible for information disclosure.
Article 3 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, complete, timely and fair.
Article 4 the company shall ensure that before the disclosure of insider information according to law, any insider shall not disclose or disclose the information, and shall not use the information for insider trading.
Article 5 the company’s information disclosure documents mainly include prospectus, prospectus, listing announcement, acquisition report, regular report and interim report, etc.
Article 6 the information disclosed by the company according to law shall be published on the website of Shenzhen Stock Exchange and the media that meet the conditions stipulated by China Securities Regulatory Commission (hereinafter referred to as CSRC), and shall be kept at the company’s domicile and Shenzhen stock exchange for public inspection.
The full text of the information disclosure documents shall be disclosed on the website of the 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 stock exchange and newspapers and periodicals that meet 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 7 the information disclosure obligor shall submit the draft of the information disclosure announcement and relevant documents for future reference to the Heilongjiang regulatory bureau of the CSRC
Article 8 information disclosure documents shall be in Chinese. If a foreign language version is adopted at the same time, the information disclosure obligor shall ensure that the contents of the two versions are consistent. In case of any ambiguity between the two versions, the Chinese version shall prevail. Article 9 an information disclosure obligor shall provide all materials related to its practice to the securities companies and securities service institutions it employs, and ensure that the materials are true, accurate and complete, and shall not refuse, hide or make a false report. When issuing special documents for information disclosure, securities companies and securities service institutions shall require them to supplement and correct the materials provided by listed companies and other information disclosure obligors if they find any false records, misleading statements, major omissions or other major illegal acts. If the information disclosure obligor fails to supplement or correct, the securities company and securities service institution shall timely report to the securities regulatory bureau and stock exchange in the place where the company is registered.
Article 10 if the events occurred or related to the company do not meet the disclosure standards specified in the detailed rules for information disclosure, or there are no specific provisions in the detailed rules for information disclosure, but the board of directors of the company believes that the event may have a great impact on the stock price, the company shall disclose it in time. When the relevant departments of the company have questions about whether the information disclosure is involved, they shall timely consult the Secretary of the board of directors or the stock exchange through the Secretary of the board of directors.
Article 11 the company and relevant information disclosure obligors shall disclose information through direct access. In case of errors, omissions or misleading, they shall disclose, correct or supplement the announcement in time.
Article 12 the information disclosure documents and announcements and the management activities of information disclosure affairs shall be subject to the supervision and monitoring of the CSRC and the stock exchange, and the information shall be disclosed in a timely and accurate manner according to law.
Article 13 subsidiaries of the company shall abide by the provisions of these measures.
Chapter II prospectus, prospectus and listing announcement
Article 14 the prospectus prepared by the company shall comply with the relevant provisions of the CSRC. All information that has a significant impact on investors’ investment decisions shall be disclosed in the prospectus.
Article 15 after the application for public offering of securities is approved by the CSRC, the issuer shall announce the prospectus before the issuance of securities.
Article 16 the directors, supervisors and senior managers of the company shall sign written confirmation opinions on the prospectus to ensure that the information disclosed is true, accurate and complete.
The prospectus shall be affixed with the official seal of the company.
Article 17 after the application for securities issuance of the company is approved by the CSRC and before the end of the issuance, if important matters occur, the company shall make a written explanation to the CSRC and, with the consent of the CSRC, revise the prospectus or make a corresponding supplementary announcement.
Article 18 when applying for securities listing and trading, a company shall prepare a listing announcement in accordance with the provisions of the stock exchange, and make an announcement after being examined and approved by the stock exchange.
The directors, supervisors and senior managers of the company shall sign written confirmation opinions on the listing announcement to ensure that the information disclosed is true, accurate and complete.
The listing announcement shall be affixed with the official seal of the company.
Article 19 Where the prospectus or listing announcement of a company’s securities issuance quotes the professional opinions or reports of the sponsors and securities service institutions, the relevant contents shall be consistent with the contents of the documents issued by the sponsors and securities service institutions, so as to ensure that the opinions of the sponsors and securities service institutions will not be misleading.
Article 20 the provisions of these measures on the prospectus for the issuance of securities by companies shall apply to the prospectus for the issuance of bonds by companies.
Article 21 after the non-public issuance of new shares, the company shall prepare and disclose the issuance report in accordance with the relevant provisions of the CSRC and the stock exchange.
Chapter III periodic report
Article 22 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 23 regular reports shall comply with the requirements of laws, regulations and normative documents on the content, format and preparation rules of such documents.
Article 24 the company shall prepare and disclose the annual report within four months from the end of each fiscal year, and disclose the semi annual report within two months from the end of the first half of each fiscal year; Where a quarterly report is disclosed, the company shall disclose the quarterly report within one month after the end of the first three months and nine months of each fiscal year.
If the quarterly report is disclosed, the disclosure time of the first quarterly report shall not be earlier than 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 stock exchange in time, and announce the reasons for the failure to disclose on schedule, solutions and the deadline for delayed disclosure.
Article 25 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 listed company. The board of supervisors of the company shall put forward written review opinions on the periodic report, 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 report can truly, accurately and completely reflect the actual situation of the company.
Article 26 If the directors and supervisors of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they 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 of the company cannot guarantee the authenticity, accuracy and integrity of the contents of the periodic report or have objections, they shall state the reasons and express their opinions, and disclose them. 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 27 Where the company expects to suffer losses or make significant changes in its operating performance, it shall make a performance forecast in time.
Article 28 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 29 Where a non-standard audit report is issued for the financial and accounting report in the periodic report, the board of directors of the company shall issue a special explanation for the matters involved in the audit opinion.
Chapter IV interim report
Section I General Provisions on interim reports
Article 30 interim report refers to the announcement other than the regular report issued by the company in accordance with laws, administrative regulations, normative documents, regulatory rules and this system, including but not limited to the announcement of major events, the resolution of the board of directors, the resolution of the board of supervisors, the resolution of the general meeting of shareholders, the transactions that should be disclosed, related party transactions, other major matters that should be disclosed, etc.
Article 31 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) provision for impairment of the company’s 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 listed 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 a listed company has a great impact on the occurrence and progress of a major event, it shall timely inform the listed company of the relevant information it knows in writing, and cooperate with the listed company to fulfill its obligation of information disclosure.
Article 32 when a listed company changes its company name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact number, it shall disclose it immediately.
Article 33 the company shall first
