Guanglian Aviation Industry Co.Ltd(300900)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), ensure the rapid transmission, collection and effective management of the company’s internal major information, timely, accurate, comprehensive and complete disclosure of information, and safeguard the legitimate rights and interests of investors, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in combination with the actual situation of the company in accordance with the requirements of relevant laws and regulations such as Guanglian Aviation Industry Co.Ltd(300900) information disclosure management measures and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the major information reporting system of the company refers to the system that when there is, occurs or is about to occur a situation or event that may have a great impact on the trading price of the company’s shares and their derivatives, the relevant personnel and the company who are obliged to report in accordance with the provisions of this system shall report the relevant information to the board of directors and the Secretary of the board of directors of the company at the first time.
Article 3 when the Secretary of the board of directors needs to know the situation and progress of major matters, relevant departments and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required. Article 4 the term “internal information reporting obligor” as mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) the chairman and manager of the company’s subsidiaries and the person in charge of its branches;
(III) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(IV) controlling shareholders and actual controllers of the company;
(V) other shareholders holding more than 5% of the company’s shares;
(VI) all departments of the company and other persons who may know about major events of the company;
(VII) other information disclosure obligors stipulated by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) and the stock exchange.
Article 5 this system is applicable to the company and its subsidiaries.
Chapter II Scope of major information
Article 6 the company’s major information includes but is not limited to the following contents and the continuous change process of the company and its subordinate branches or subsidiaries:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
(II) matters on which each subsidiary holds the board of directors, the board of supervisors and the general meeting of shareholders (including the notice on changing the date of holding the general meeting of shareholders) and makes resolutions;
(III) major transactions that meet the following standards;
1. The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 5 million yuan;
5. The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. The transactions in this paragraph refer to the purchase or sale of assets; outbound investment; Provide financial assistance (including entrusted loans); Provide guarantee; Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); Other transactions recognized by Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange). The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
(IV) related party transactions:
1. Related party transactions with a transaction amount of more than 300000 yuan between the company and related natural persons;
2. Related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets;
3. The guarantee provided by the company for related parties, regardless of the amount.
Related party transactions include the transactions specified in Item (III) above, as well as the purchase of raw materials, fuel and power; Selling products and commodities; Providing or receiving labor services; Entrusted or entrusted sales; Joint investment by related parties; Other matters that may cause the transfer of resources or obligations through agreement.
(V) major litigation and arbitration matters:
1. Major litigation and arbitration involving an amount of more than 10% of the absolute value of the company’s latest audited net assets and an absolute amount of more than 10 million yuan;
2. Involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company;
3. It may have a great impact on the company’s production and operation, the stability of control, the trading price of the company’s shares and their derivatives or investment decisions;
4. The provisions of this article shall apply if the cumulative amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph;
5. For litigation and arbitration matters that fail to meet the above standards or do not have a specific amount involved, relevant personnel with significant information reporting obligations shall report in time if they believe that they may have a great impact on the trading price of the company’s shares and their derivatives based on the particularity of the case, or if Shenzhen Stock Exchange deems it necessary, as well as litigation involving the application for cancellation or invalidation of the resolutions of the company’s general meeting of shareholders and the board of directors.
(VI) major risks:
1. Major losses or losses;
2. Major debts have occurred, major debts have not been paid off or major creditor’s rights have not been paid off when they are due;
3. Liability for major breach of contract or large amount of compensation that may be borne according to law;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is revoked its business license, ordered to close down or forcibly dissolved by the competent authority according to law;
6. The company is expected to be insolvent (generally means that the net assets are negative);
7. The main debtor is insolvent or enters bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
8. The main assets for business use are sealed up, seized, frozen or mortgaged, pledged or scrapped, exceeding 30% of the assets;
9. Major business stagnation or major risk events that may lead to major business stagnation;
10. The company is investigated by the competent authority or subject to major administrative and criminal penalties for suspected violations of laws and regulations, and the controlling shareholder and actual controller are investigated by the competent authority, take compulsory measures or subject to major administrative and criminal penalties for suspected violations of laws and regulations;;
11. The directors, supervisors and senior managers of the company are unable to perform their duties normally, or are investigated and taken compulsory measures by the competent authorities due to suspected violations of laws and regulations, or are subject to major administrative and criminal penalties;
12. The company’s core technical team or key technical personnel who have a significant impact on the company’s core competitiveness resign or undergo major changes;
13. The core trademarks, patents, know-how, franchise rights and other important assets used by the company or the core technology licenses expire, major disputes occur, the use is restricted or other major adverse changes occur;
14. Major products, core technologies, key equipment and business models are at risk of being replaced or eliminated;
15. The R & D of important R & D projects fails, terminates, fails to obtain the approval of relevant departments, or the company waives the continuous investment or control over important core technology projects;
16. Major environmental, production and product safety accidents;
17. Receive the notice of the decision of government departments to treat, stop production, relocate and close down within a time limit;
18. Improper use of science and technology and violation of scientific ethics;
19. Other major risk situations, major accidents or negative events recognized by the regulatory authorities or the company.
If the above matters involve specific amounts, the provisions on transaction standards in Item (III) of this article shall apply. All departments must consult the office of the board of directors of the company in time for information that cannot be judged as important.
(VII) major changes:
1. If the company’s name, stock abbreviation, articles of association, registered capital, registered address, main office address and contact telephone number are changed, the new articles of association shall also be disclosed in qualified media;
2. Major changes in business policy, business scope or the company’s main business;
3. Change accounting policies and accounting estimates;
4. The board of Directors approves the issuance of new shares or other domestic and foreign issuance financing schemes;
5. The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
6. Major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the shares of the company;
7. The actual controller of the company and other enterprises under its control have undergone major changes in the same or similar business as the company;
8. The chairman, senior managers, directors (including independent directors) or more than one-third of the supervisors of the company propose to resign or change;
9. Major changes in production and operation, external conditions or production environment (including major changes in product prices, raw material procurement, sales methods, major suppliers or customers, etc.);
10. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
11. Changes in laws, administrative regulations, departmental rules, normative documents, policies, market environment, terms of trade and other external macro environment may have a significant impact on the company’s operation;
12. Appoint and dismiss accounting firms that provide audit services for the company;
13. The court ruled to prohibit the controlling shareholder from transferring its shares;
14. More than 5% of the company’s shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or restricted voting rights according to law;
15. Obtain extra income equal to large government subsidies;
16. Other events that may have a significant impact on the company’s assets, liabilities, equity or operating results;
15. Other circumstances recognized by Shenzhen Stock Exchange or the company.
(VIII) other major matters:
1. Change the investment project of raised funds;
2. Correction of performance forecast, performance express and profit forecast;
3. Profit distribution and conversion of capital reserve into share capital;
4. Abnormal fluctuation and clarification of stock trading;
5. The company’s securities issuance, repurchase, equity incentive plan and other related matters;
6. Commitments of the company and its shareholders;
7. Other circumstances recognized by the regulatory authorities or the company.
Chapter III internal reporting procedures for major information
Article 7 all departments of the company and their subsidiaries shall timely report to the Secretary of the board of directors of the company the major information that may occur within the scope of their responsibility or their subsidiaries after the major event first touches any of the following time points:
(I) when the department or subsidiary intends to submit the major matter to the board of directors or the board of supervisors for deliberation;
(II) when the parties concerned intend to negotiate or negotiate on major matters;
(III) when the person in charge of the department or branch or the director, supervisor or senior manager of the subsidiary knows or should know the major event;
(IV) when the matters in the planning stage are difficult to keep secret, divulge, and cause abnormal fluctuations in the trading of the company’s shares and their derivatives.
Article 8 all departments of the company and their subsidiaries shall report to the Secretary of the board of directors of the company the progress of major information matters within the scope of responsibility of the department or the company in accordance with the following provisions:
(I) if the board of directors, the board of supervisors or the general meeting of shareholders makes a resolution on a major event, it shall report the resolution in time;
(II) if the company signs a letter of intent or agreement with relevant parties on the disclosed major events, it shall timely report the main contents of the letter of intent or agreement; If the content or performance of the above letter of intent or agreement is significantly changed or terminated, the situation and reasons for the change, dissolution and termination shall be reported in time; (III) if a major event is approved or rejected by relevant departments, the approval or rejection shall be reported in time;
(IV) in case of overdue payment in major events, the reasons for overdue payment and relevant payment arrangements shall be reported in time;
(V) if a major event involves the main subject matter to be delivered or transferred, it shall report the relevant delivery or transfer in time; If the delivery or transfer of ownership is not completed within 3 months after the agreed delivery or transfer period, the reason for the delay, progress and expected completion time shall be reported in time, and the progress shall be reported every 30 days thereafter until the delivery or transfer is completed;
(VI) in case of any other progress or change in a major event that may have a great impact on the trading price of the company’s shares and their derivatives, the progress or change of the event shall be reported in time.
Article 9 relevant personnel who are obligated to report major information in accordance with the provisions of this system shall immediately report to the board of directors and the Secretary of the board of directors in the form of interview or telephone as soon as they know the major information mentioned in Chapter II of this system, and directly submit or fax the written documents related to the major information to the Secretary of the board of directors of the company within 24 hours. If necessary, the original shall be delivered by express mail.
Article 10 the Secretary of the board of directors shall analyze and judge the major information reported in accordance with relevant laws and regulations, normative documents and the articles of association
