Changchun Engley Automobile Industry Co.Ltd(601279)
Information disclosure and investor relations management system
Chapter I General Provisions
Article 1 in order to regulate the information disclosure of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”) and ensure that the information disclosure is true, accurate, complete and timely, the company formulates this system in accordance with the securities law of the people’s Republic of China and other relevant laws, regulations, normative documents and the relevant provisions of Changchun Engley Automobile Industry Co.Ltd(601279) articles of Association (hereinafter referred to as “the articles of association”).
Article 2 the major information mentioned in this system refers to the information that may or has had a great impact on the trading price of the company’s shares and their derivatives (hereinafter referred to as “securities”), and the specific standards are in accordance with the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as “Listing Rules”), the administrative measures for information disclosure of listed companies The relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions shall be determined.
The “information disclosure obligor” mentioned in this system refers to the company and its directors, supervisors, senior managers, shareholders, actual controllers, purchasers, natural persons, units and their related personnel related to major asset restructuring, refinancing and major transactions, bankruptcy administrators and their members, as well as other subjects undertaking information disclosure obligations stipulated by laws, administrative regulations and CSRC. The chairman is the ultimate responsible person of the company’s information disclosure, and the information disclosure obligor shall be subject to the supervision of China Securities Regulatory Commission and Shanghai Stock Exchange.
Article 3 the company’s information disclosure shall follow the basic principles established in the measures for the administration of information disclosure of listed companies and other laws, regulations and normative documents.
Article 4 the Secretary of the board of directors is the specific executor of the company’s information disclosure and the designated contact person of the stock exchange. He is responsible for coordinating and organizing the company’s information disclosure, including perfecting and perfecting the information disclosure system to ensure the company’s true, accurate, complete and timely information disclosure.
Chapter II internal reporting and disclosure system of major information
Article 5 the person in charge of each business department of the company and the general manager of each holding subsidiary or the person determined by the general manager of the company shall be the internal person in charge of the company’s undisclosed material information (hereinafter referred to as the “internal person in charge”). When the company plans and has a major event to be disclosed (hereinafter referred to as “major event”) established by the listing rules and other relevant provisions, the internal responsible person shall report to the Secretary of the board of directors in time and determine whether the event is “major information” together with the Secretary of the board of directors. Directors, supervisors and senior managers who report major events to the board of directors and the board of supervisors of the company shall also notify the Secretary of the board of directors.
When the Secretary of the board of directors needs to know the progress of major events, the internal responsible person shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
Article 6 if it is determined to be major information, the following confidentiality measures may be taken before the disclosure of major information:
（1） Try to narrow the scope of information insiders;
（2） When conducting internal research and document circulation on the event, the key contents of the event shall be shielded by means of code;
（3） For sensitive information that may cause significant fluctuations in the company’s securities price, try to adopt oral communication to avoid circulating documents in writing at an early stage;
（4） If an external organization needs to be hired, the core information of the event shall be kept confidential at an early stage, and a confidentiality agreement shall be signed with the external organization as soon as possible.
Article 7 the company’s internal journals, websites, publicity materials and various external documents (such as documents submitted to relevant government departments, external bidding documents, etc.) shall be reviewed by the Secretary of the board of directors before being released; If the company’s personnel accept media interviews or publish articles in newspapers and journals, they shall communicate with the Secretary of the board of directors in advance and obtain their approval.
Article 8 the company shall strictly abide by the internal control system related to financial management and accounting, and shall not disclose or disclose major information before the disclosure of relevant financial information.
Article 9 the information that the company must disclose according to regulations includes prospectus, prospectus, listing announcement, periodic report and interim report.
The full text of the information disclosure documents shall be disclosed on the website of 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 Shanghai Stock Exchange and newspapers and periodicals that meet the conditions prescribed by the CSRC.
The information disclosed according to law shall be submitted to the Shanghai Stock Exchange and the securities regulatory bureau of the place where the company is registered, and published on the website of the Shanghai Stock Exchange and the media meeting the conditions prescribed by the CSRC. At the same time, it shall be placed at the company’s domicile and the Shanghai stock exchange for public reference.
Information disclosure obligors may voluntarily disclose information related to investors’ value judgments and investment decisions, but shall not conflict with the information disclosed according to law or mislead investors. The information voluntarily disclosed by the information disclosure obligor 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 information disclosure obligor 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 the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 10 the contents of the company’s 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 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 company. The board of supervisors 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.
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.
The preparation and disclosure of regular reports and interim reports shall comply with the relevant provisions of the securities regulatory authority and Shanghai Stock Exchange.
Article 11 the company’s periodic reports shall be completed and publicly disclosed within the specified time limit. The annual report shall be prepared and publicly disclosed within four months from the end of each fiscal year; The interim report shall be prepared and publicly disclosed within two months from the end of the first six months of each fiscal year; The quarterly report shall be prepared and publicly disclosed within the first three months and one month after the end of the first nine months of each fiscal year. The disclosure time of the first quarter report shall not be earlier than that of the previous annual report.
Article 12 in case of loss or substantial change in the company’s expected operating performance, the company shall make a performance forecast in time. Article 13 in case of performance disclosure before the disclosure of the company’s regular report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely issue a clarification announcement according to the actual situation, or timely disclose the relevant financial data of the reporting period.
Article 14 when a major event that may have a great impact on the trading price of the company’s securities and their derivatives occurs and the investor has not been informed, the company shall disclose an interim report in accordance with the provisions and requirements of the securities regulatory authority and Shanghai Stock Exchange, and explain the cause, current status and possible impact of the event. The above-mentioned major events (refer to the information required for the regulatory authorities at the place where the company is listed, the company’s shareholders, other holders of the company’s securities and the public to evaluate the company’s situation; or to avoid the false market in the trading of the company’s securities; or can be reasonably expected to have a significant impact on the trading and price of the company’s securities) include but are not limited to the following matters:
（1） Major events specified in paragraph 2 of Article 80 of the securities law;
（2） The company is liable for large amount of compensation;
（3） The company makes provision for impairment of large assets;
（4） The shareholders’ equity of the company is negative;
（5） The main debtors of the company are insolvent or enter bankruptcy proceedings, and the company fails to draw sufficient bad debt reserves for corresponding creditor’s rights;
（6） The newly published laws, administrative regulations, rules and industrial policies may have a significant impact on the company;
（7） The company carries out equity incentive, share repurchase, major asset restructuring, asset spin off and listing or listing; （8） 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;
（9） Major assets are sealed up, seized or frozen; Major bank accounts are frozen;
（10） Loss or substantial change in the company’s expected 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 15 the company shall timely perform the obligation of information disclosure of major events at any of the following time points:
（1） When the board of directors or the board of supervisors forms a resolution on the major event;
（2） When the parties concerned sign a letter of intent or agreement on the major event;
（3） When the directors, supervisors or the president, vice president, chief financial officer and other senior managers know the occurrence of the major event and report it.
In case of any of the following circumstances 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:
（1） The major event is difficult to keep confidential;
（2） The major event has been leaked or there are rumors in the market;
（3） Abnormal transactions of the company’s securities and their derivatives.
After the company discloses a major event, if the disclosed major event has a progress or change that may have a great impact on the trading of the company’s securities and their derivatives, the progress or change and the possible impact shall be disclosed in time.
Article 16 if any major event specified in Article 14 of this system occurs to the holding subsidiary of the company, or an event that may have a great impact on the trading of the company’s securities and their derivatives, the company shall timely perform the obligation of information disclosure.
In case of any event that may have a great impact on the trading of the company’s securities and their derivatives, the company shall timely perform the obligation of information disclosure.
Article 17 the company’s information disclosure shall follow the following internal approval procedures:
(I) the manuscript of information disclosure shall be written or reviewed by the Secretary of the board of directors, and the draft of the periodic report shall be prepared by the manager, the person in charge of Finance and other senior managers and submitted to the Secretary of the board of directors for review;
(II) the Secretary of the board of directors shall disclose regular reports, resolutions of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and other interim announcements after performing the statutory examination and approval procedures in accordance with relevant laws, regulations, departmental rules, normative documents and the articles of association.
Article 18 the Secretary of the board of directors shall perform the following examination and approval procedures before publicly disclosing interim reports other than resolutions of the general meeting of shareholders, the board of directors and the board of supervisors:
(I) the interim report issued in the name of the board of directors shall be submitted to the chairman for examination and signature;
(II) the interim report issued in the name of the board of supervisors shall be submitted to the chairman of the board of supervisors for examination and signature.
Article 19 on the basis of following the internal reporting and disclosure system of major information established in this system, the directors of the company shall understand and continuously pay attention to the operation of the company, and take the initiative to investigate and obtain the information required for decision-making.
The supervisor shall supervise the performance of the company’s information disclosure duties. If it is found that there are violations of laws and regulations in information disclosure, it shall investigate and put forward handling suggestions.
The senior management shall timely report to the board of directors the information on the operation of the company and the progress of major events according to the needs or the requirements of the board of directors.
Directors, supervisors and senior managers shall make written records of their performance of information disclosure duties and submit them to the Secretary of the board of directors for safekeeping.
The Secretary of the board of directors is responsible for organizing and coordinating the information disclosure of the company, collecting the information that should be disclosed by the company and disclosing it in accordance with relevant regulations. The Secretary of the board of directors also needs to continue to pay attention to the media reports on the company and take the initiative to verify the truth of the reports.
Directors, supervisors, senior managers and other personnel other than the Secretary of the board of directors shall not release any material information not disclosed by the company without the written authorization of the board of directors and in compliance with the listing rules and other relevant provisions.
Chapter III external information communication and investor relations management system
Article 20 the Secretary of the board of directors of the company is the person in charge of investor relations management and is fully responsible for the management of investor relations of the company. The duties and requirements of the Secretary of the board of directors shall be determined in accordance with the company’s detailed rules for the work of the Secretary of the board of directors. Unless expressly authorized and trained, other directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities.
Article 21 the means of communication between the Secretary of the board of directors of the company and the investors may include announcement, on-site meeting, reply to telephone consultation and reply to the Internet
