Guanglian Aviation Industry Co.Ltd(300900)
Insider information management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), strengthen the confidentiality of inside information, maintain the principle of fairness of information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of Guanglian Aviation Industry Co.Ltd(300900) information disclosure, the provisions on the establishment of a registration and management system for insiders of listed companies Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (SZS [2020] No. 1292), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (SZS [2022] No. 14) Guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies (announcement [2022] No. 17 of China Securities Regulatory Commission), guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 5 – management of information disclosure Affairs (SZS [2022] No. 17) and other relevant laws, regulations and rules, as well as the relevant provisions of Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association), Formulate this system.
Article 2 the board of directors of the company is the management organization of inside information.
Article 3 with the authorization of the board of directors, the office of the board of directors of the company is specifically responsible for the supervision and information disclosure of the company’s insider information. The Secretary of the board of directors is the person in charge of internal information confidentiality of the company. The securities affairs representative shall assist the Secretary of the board of directors in the confidentiality of insider information.
Article 4 the Secretary of the board of directors and the office of the board of directors shall be responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, securities companies, law firms, accounting firms, asset appraisal institutions and other intermediaries, news media and shareholders.
Article 5 the office of the board of directors is the only information disclosure institution of the company. Without the approval of the board of directors and the consent of the Secretary of the board of directors or the securities affairs representative, no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world. The documents, soft (magnetic) discs, audio (video) tapes, optical discs and other materials related to insider information and information disclosure reported and transmitted to the outside world can only be reported and transmitted to the outside world after being examined and approved by the board of directors, the Secretary of the board of directors or the securities affairs representative.
Article 6 the directors, supervisors, senior managers and all departments of the company shall keep the inside information confidential and register for filing.
Article 7 directors, supervisors, senior managers and insiders of the company shall not disclose insider information, conduct insider trading or cooperate with others to manipulate securities trading prices.
Chapter II insider information and its scope
Article 8 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 great impact on the trading price of the company’s shares and derivatives. Not disclosed refers to the matters that have not been officially disclosed in the information disclosure publications or websites designated by the regulatory authorities.
Article 9 the scope of inside information includes but is not limited to:
(I) major changes in the company’s business policy or business scope;
(II) major changes have taken place in the company’s business environment;
(III) the conclusion of important contracts by the company may have a significant impact on the company’s assets, liabilities, equity and operating results;
(IV) the company’s decision on major investment and major property purchase;
(V) major debts of the company;
(VI) default of the company in failing to pay off major debts due;
(VII) monthly operating results and annual and interim financial reports of the company;
(VIII) the controlling shareholder of the company and the shareholder or actual controller holding more than 5% of the company’s shares have changed greatly in the situation of holding shares or controlling the company;
(IX) the company’s plan to distribute dividends or increase capital;
(x) securities market refinancing plan;
（11） The company issues bonds or convertible corporate bonds;
（12） Major changes in the company’s ownership structure;
（13） Changes in the chairman of the board of directors, more than one-third of the directors, supervisors or general manager of the company;
（14） Profit forecast of the company;
（15） Major litigation and arbitration of the company;
（16） Changes in the articles of association, registered capital and registered address;
（17） Large amount of bank dishonor equivalent to more than 5% of the working capital of the dishonored person due to the company’s inability to pay;
（18） The company changes its accounting firm;
（19） Changes in external guarantees and debt guarantees provided by the company;
（20） The mortgage, sale or scrapping of the company’s main business assets exceeds 30% of the assets at one time; （21） The securities regulatory authority makes a decision to prohibit the controlling shareholders of the company from transferring their shares;
（22） The company’s undisclosed merger, reorganization, private placement and other activities;
（23） Contents of resolutions of the general meeting of shareholders, the board of directors and the board of supervisors of the company;
（24） The company’s long-term plan and short-term business plan;
（25） The occurrence of major force majeure events;
（26） Major related party transactions of the company;
（27） Major operating or non operating losses of the company;
（28） The company’s assets suffer major losses or losses;
（29） Decisions on merger, division, capital reduction, dissolution and bankruptcy application of the company;
（30） The company is ordered to close down by the competent authority according to law;
（31） The main assets of the company are sealed up, seized, frozen or mortgaged, pledged or auctioned; （32） The decisions of the general meeting of shareholders and the board of directors of the company are revoked or declared invalid according to law;
（33） The company is suspected of committing a crime and is filed for investigation by the judicial organ;
（34） The acts of directors, supervisors and senior managers of the company may be liable for major damages according to law;
（35） The directors, supervisors and senior managers of the company are suspected of committing crimes and are taken compulsory measures by judicial authorities;
（36） Other matters prescribed by the CSRC or the stock exchange.
Chapter III insider information and its scope
Article 10 insiders of inside information refer to relevant internal and external personnel of the listed company who can contact and obtain inside information.
Article 11 the scope of insider information includes but is not limited to:
(I) directors, supervisors and senior managers of the company; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company.
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, the company’s controlling shareholder, the largest shareholder, actual controller and their directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities registration and settlement institutions and intermediary institutions; Staff of relevant competent departments and regulatory institutions who can obtain insider information due to their statutory duties in the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions; Personnel of other external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events.
(III) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in Item (I) (II).
(IV) other insiders who can obtain inside information as stipulated by the CSRC and the stock exchange. Chapter IV Management of inside information circulation
Article 12 approval requirements for the circulation of inside information:
(I) generally, the circulation of inside information shall be strictly controlled within the scope of its subordinate departments.
(II) for the circulation of inside information between the departments of the company and its subsidiaries (or branches), the departments of the company and its subsidiaries (or branches) shall perform necessary approval procedures for the circulation of inside information, which can be transferred to other departments only after being approved by the head of the Department.
(III) the circulation of inside information between subsidiaries (or branches) shall be approved by the person in charge of the original holding company of inside information before it can be transferred to other subsidiaries (or branches).
Article 13 reporting, transmission, examination and disclosure procedures of major events:
(I) the company’s directors, supervisors, senior managers, persons in charge of each competent department or subordinate subsidiaries shall timely report the occurrence of major events to the chairman of the company and notify the Secretary of the board of directors at the same time. After receiving the report, the chairman of the board of directors shall immediately report to the board of directors and urge the Secretary of the board of directors to organize the information disclosure of the interim report. Contracts, letters of intent, memoranda and other documents involving major information signed by the company shall be notified to the Secretary of the board of directors and confirmed by the Secretary of the board of directors before signing. If it cannot be confirmed in advance due to special circumstances, it shall be submitted to the Secretary of the board of directors and the director general immediately after signing the relevant documents. The above-mentioned reports shall be reported in writing, telephone, e-mail, oral and other forms. However, when the Secretary of the board of directors deems it necessary, the reporter shall provide written reports and relevant materials, including but not limited to agreements or contracts related to such information, government approvals, laws, regulations, court decisions and briefings. The reporter shall be responsible for the authenticity, accuracy and completeness of the submitted materials.
(II) the Secretary of the board of directors shall immediately organize the office of the board of directors to prepare the first draft of the information disclosure document and submit it to the relevant parties for approval if he evaluates and reviews the relevant materials and believes that it is really necessary to fulfill the obligation of information disclosure as soon as possible; If the approval procedure needs to be performed, it shall be submitted to the board of directors, the board of supervisors and the general meeting of shareholders for deliberation as soon as possible.
(III) the Secretary of the board of directors shall submit the approved or approved information disclosure documents to the stock exchange for review, and make public disclosure on the media designated by the stock exchange after passing the review. In case of significant progress or changes in the above matters, relevant personnel shall report to the chairman or the Secretary of the board of directors in time, and the Secretary of the board of directors shall do a good job in relevant information disclosure in time.
(IV) before the major events and undisclosed inside information of the company are disclosed through legal media, they shall not be disclosed and submitted in the form of website news, report outline, data submission, etc. Relevant responsible persons shall perform the obligation of confidentiality of information disclosure. The company shall strengthen the confidentiality work during the internal circulation of undisclosed major information, clarify the confidentiality of undisclosed major information, minimize the scope of personnel contacting undisclosed major information and ensure that they are under control.
Chapter V registration and filing management of insiders
Article 14 before the public disclosure of insider information according to law, the company shall fill in the insider file of insider information (see the annex for the format), and submit it to the bourse within five trading days after the first disclosure of insider information according to law. In the stage of knowing, discussing and other relevant information, the insider shall be reported to the stock exchange in a timely manner, and the basis for the preparation, discussion and preparation of the insider’s information, the insider’s report, the insider’s report and other relevant information shall be submitted to the stock exchange, and the time and place for the preparation, discussion and preparation of the insider’s information, the report and other relevant documents shall be submitted to the stock exchange.
Article 15 the company shall truthfully and completely record all insider lists of insider information in all links such as the report, transmission, preparation, review and disclosure of insider information before disclosure, as well as the time when the insider knows the insider information and other relevant files for the company’s self inspection and relevant regulatory authorities to inquire. The directors, supervisors and senior managers of the company are of course insiders.
Article 16 the directors, supervisors, senior managers and heads of departments and subsidiaries of the company shall actively cooperate with the company in the registration and filing of insider information, and timely inform the company of the insider information and the change of relevant insider information.
Article 17 when the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the company and other matters that have a significant impact on the company’s share price, they shall fill in the insider file.
Where a securities company, securities service institution and intermediary institution are entrusted by the company to engage in securities service business, and the entrusted matter has a significant impact on the company’s stock price, they shall fill in the file of internal information insiders.
Acquirers, counterparties of major asset restructuring and other sponsors of matters involving the company and having a significant impact on the company’s share price shall fill in the insider file.
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 shall be filled in according to the requirements of Article 14 of the system.
The company shall do a good job in the registration of insiders in the circulation of insider information it knows, and summarize the files of insiders of all parties involved in paragraphs 1 to 3.
Article 18 where the company needs to file with relevant administrative departments, submit for approval or submit information in other forms before or during the public disclosure of major events specified in Article 20 of this system, it shall do a good job in the registration of insiders and perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
If the personnel of the administrative department come into contact with the inside information of the company, the company shall do a good job of registration in accordance with the requirements of the relevant administrative department. 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 disclosure, it can be regarded as the same insider information without significant changes in the reporting department and content
