General Principles - The company aims to strengthen the management of related party transactions to control risks and ensure compliance with principles of openness, fairness, and justice, thereby protecting the rights of the company and all shareholders [1] - Related party transactions should be minimized, and when they occur, they must adhere to market principles, ensuring that prices do not deviate from those offered by independent third parties [1][2] - The board of directors and shareholders must avoid voting on related party transactions if they have a conflict of interest [1][4] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant stake or control over the company [2][3] - Legal entities that control the company or are controlled by the same entity are considered related parties [2] - Natural persons who hold more than 5% of the company's shares or are directors or senior management are classified as related parties [2][3] Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial support, and management services [5][6] - The board must ensure that related directors abstain from voting on related transactions, and decisions must be made by a majority of non-related directors [5][6] Decision-Making and Disclosure - Transactions exceeding certain thresholds must be submitted for board or shareholder approval, with specific monetary limits set for related natural persons and legal entities [13][14] - For significant transactions, the company must disclose audit or evaluation reports to ensure transparency [8][12] Daily Related Transactions - Daily related transactions must follow specific procedures for approval and disclosure, including annual reporting on their execution [19][20] - The company can estimate annual transaction amounts and must disclose any significant deviations from these estimates [19][20] Exemptions from Related Transaction Rules - Certain transactions that provide unilateral benefits to the company without any obligations, such as receiving cash gifts or debt relief, may be exempt from related transaction rules [12]

Core Points - The article outlines the information disclosure management system of AVIC Heavy Machinery Co., Ltd, aiming to enhance the quality and timeliness of information disclosure to protect investors' rights [1][2] - The system is established by the board of directors and applies to various stakeholders, including board members, management, and shareholders [2][3] - The principles of information disclosure emphasize timely, fair, and accurate reporting without misleading statements or omissions [5][6] Group 1: Information Disclosure Principles - Information must be disclosed simultaneously to all investors, preventing any premature leaks to specific individuals or entities [3][4] - Directors and senior management are required to ensure the accuracy and completeness of disclosed information [6][7] - Major events affecting the company must be disclosed promptly, including significant financial changes or legal issues [9][10] Group 2: Reporting Requirements - The company must prepare and disclose annual, semi-annual, and quarterly reports within specified timeframes [12][13] - Annual reports should include details on stock and bond issuance, major shareholders, and any changes in control [14][15] - If there are delays in reporting, the company must announce the reasons and expected timelines for disclosure [13][14] Group 3: Temporary Reporting - Significant events that could impact stock prices must be disclosed immediately, detailing the event's cause and potential effects [20][21] - Changes in company structure, such as mergers or name changes, require immediate disclosure [22][23] - The company must monitor unusual trading activities and media reports that may affect its securities [26][27] Group 4: Voluntary Announcements - The company may voluntarily disclose information that, while not legally required, is deemed important for investor decision-making [28][29] - Such disclosures must be truthful and not conflict with legally required information [30][31] Group 5: Internal Control and Responsibilities - The board of directors is responsible for establishing and executing internal controls related to financial management and accounting [60][61] - The company must maintain records of all information disclosure activities for a minimum of ten years [46][47] - The board secretary plays a crucial role in coordinating disclosure activities and ensuring compliance with regulations [36][37]

Core Points - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to a governance structure that emphasizes transparency and accountability [4][6] - The company was established as a joint-stock company in accordance with Chinese laws and has a registered capital of RMB 1,575,492,153 [5][7] - The company operates in the aerospace and military sectors, focusing on hydraulic components and systems, and aims to expand into civilian markets [16][17] Group 1: Company Overview - The full name of the company is AVIC Heavy Machinery Co., Ltd., and it is located in Guiyang, Guizhou Province [5] - The company was approved for its initial public offering in 1996, issuing 15 million shares [4][5] - The company is committed to independent operation and assumes civil liability for its debts [6][7] Group 2: Governance Structure - The company has established a governance mechanism that includes a board of directors and a legal representative [5][6] - The company emphasizes compliance with national laws and regulations, and it has a system for internal supervision and risk management [12][13] - The company is required to establish a party organization to conduct activities in accordance with the Communist Party's regulations [13] Group 3: Business Objectives - The company's business objectives include enhancing market competitiveness and achieving good economic returns for shareholders [16] - The company engages in various activities, including investment management, manufacturing, and sales of hydraulic components and systems [17][18] - The company aims to create a diversified and technologically strong enterprise group [16][17] Group 4: Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes [36][37] - The company maintains a shareholder registry to document ownership and rights [34][35] - Shareholders are obligated to comply with laws and the company's articles of association [42][43]

Group 1 - The company announced the resignation of its Chief Financial Officer, Song Guiqi, due to work relocation, effective immediately upon delivery of the resignation report to the board [1][2] - Despite resigning as CFO, Song Guiqi will continue to serve as a director and general legal counsel for the company [1] - The company appointed Shi Yongyong as the new Chief Financial Officer, with his term starting from the date of the board's approval until the end of the current board's term [2][3] Group 2 - Shi Yongyong possesses the necessary professional qualifications and experience to serve as the Chief Financial Officer, in compliance with relevant laws and the company's articles of association [3] - Shi Yongyong has a background in finance, having held various positions within the company and its subsidiaries since 2012 [3]

Core Points - The article outlines the insider information management system of AVIC Heavy Machinery Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][14] - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information records, with the chairman as the primary responsible person [1][2] - Insider information is defined as non-public information that could significantly impact the company's stock price or trading of its derivatives [7][8] Group 1 - The board office is designated as the daily management department for insider information, responsible for supervision, management, registration, disclosure, and filing [2] - Unauthorized disclosure of insider information by any department or individual is prohibited, requiring approval from the board secretary [2][3] - All directors, senior management, and relevant personnel have a duty to maintain the confidentiality of insider information and are prohibited from insider trading [2][6] Group 2 - Insider information includes significant changes in business policies, major investments, important contracts, and other events that could materially affect the company's financial status [8][9] - The definition of insider information recipients includes individuals and entities that can access insider information directly or indirectly before it is publicly disclosed [9][10] - The company must maintain a detailed record of insider information recipients, including their names, contact information, and the context in which they received the information [6][10] Group 3 - The company is required to submit insider information recipient records and significant event progress memos to the Shanghai Stock Exchange within five trading days after the information is publicly disclosed [7][8] - The company must ensure that all insider information recipients are aware of their confidentiality obligations and the legal implications of insider information [8][12] - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or legal consequences [12][13]

General Provisions - The rules are established to regulate the behavior of AVIC Heavy Machinery Co., Ltd. and ensure shareholders exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [3] Shareholder Meeting Structure - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [5] - If a shareholder meeting cannot be held within the specified timeframe, the company must report to the local regulatory authority and the stock exchange [3][5] Shareholder Rights and Responsibilities - The shareholder meeting is the company's authority body, responsible for electing directors, approving financial reports, and making decisions on significant transactions [7][8] - Shareholders holding more than 10% of shares can request the board to convene an extraordinary meeting [9][10] Meeting Procedures - The board must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [18] - The meeting must be held at the company's registered address or another designated location, allowing for both in-person and proxy attendance [23] Voting and Decision-Making - Each share carries one vote, and shareholders must express their opinions as agree, disagree, or abstain [17] - The voting results must be announced immediately after the meeting, and the resolutions must be disclosed promptly [42][43] Legal Compliance and Accountability - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request the court to annul such resolutions within 60 days [20][21] - The company must ensure that all decisions made at the shareholder meeting are executed in accordance with the law and the company's articles of association [20][21]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the decision-making function of the board of directors and improve the governance structure of the company [1][10] - The committee is responsible for evaluating and managing the compensation of directors and senior management, ensuring compliance with relevant laws and regulations [1][3] Committee Composition - The committee consists of three directors, with independent directors making up more than half and serving as the convener [3][4] - The chairman of the committee is elected from among the independent directors and is responsible for convening and presiding over meetings [2][3] Main Responsibilities - The committee's primary responsibilities include researching assessment standards for directors and senior management, conducting evaluations, and proposing compensation policies and plans [5][13] - The committee is also tasked with making recommendations on matters such as stock incentive plans and the compensation of directors and senior management [5][14] Decision-Making Procedures - The Human Resources Department prepares materials for the committee's decision-making and provides necessary information for review [6][17] - Meetings can be held in various formats, including in-person, video, or telephonic, and require a quorum of two-thirds of the members to proceed [7][26] Meeting Rules - The committee must hold at least one regular meeting annually, with notifications sent out five days in advance [6][20] - Decisions made during meetings require a majority vote from the members present [7][27] Coordination and Communication - The board secretary is responsible for organizing and coordinating the committee's work, including notifying members of meeting times and submitting proposals [9][34] - During the board's recess, the committee can submit written reports to the board through the board secretary for urgent matters [9][35]

中航重机股份有限公司 章 程 二〇二五年七月 目 录 (2025年7月修订) | 第一章 总则 | | 第二章 经营宗旨和范围 | | --- | --- | --- | | 第三章 股份 . | 第一节 股份发行 . | | | 第二节 股份增减和回购 . | 第三节 股份转让 | | | 第四章 股东和股东会 | 第一节 股东的一般规定 | | | 第二节 控股股东和实际控制人 | 第三节 股东会的一般规定 . | | | 第四节 股东会的召集 . | 第五节 股东会的提案与通知 | | | 第六节 股东会的召开 . | 第七节 股东会的表决和决议 | | | 第五章 公司党委 . | 第六章 董事会 ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………27 | | | 第一节 革事 ……………………………………………………………………………………………………………………………………………………………………………………………………………… ...

第三条 独立董事对公司及公司全体股东负有忠实与勤勉义务，应当按照法 律、行政法规、中国证监会规定、上海证券交易所业务规则和《公司章程》的规 定，认真履行职责，在董事会中发挥参与决策、监督制衡、专业咨询作用，维护 公司整体利益，保护中小股东合法权益。 独立董事应当独立公正地履行职责，不受公司主要股东、实际控制人或者其 他与公司存在利害关系的单位或个人的影响。 第四条 公司聘任的独立董事最多在 3 家境内上市公司（含本公司）担任独 立董事，并应当确保有足够的时间和精力有效履行独立董事的职责。 中航重机股份有限公司独立董事工作制度 （2025 年 7 月修订） 第一章 总则 第一条 为了进一步完善中航重机股份有限公司(以下简称"公司")的治理 结构，促进公司的规范运作，充分发挥独立董事的作用，明确独立董事的工作职 责，维护公司整体利益，保障公司全体股东特别是中小股东的合法权益不受损害， 根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公司独立董 事管理办法》《上市公司独立董事履职指引》《上市公司治理准则》《上海证券 交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规范 运作》等法律 ...

中航重机股份有限公司信息披露事务管理制度 (2025 年 7 月版) 第三条 本制度所称"公司"指中航重机股份有限公司；"中国证监会"指 中国证券监督管理委员会；"上交所"指上海证券交易所；"指定报纸"指中国 证监会指定的信息披露报纸；"指定网站"指中国证监会及上海证券交易所指定 的网站。本制度所称信息披露文件包括定期报告、临时报告、招股说明书、募集 说明书、上市公告书、收购报告书等。 第四条 信息披露事务管理制度适用于如下人员和机构： （一）公司董事会秘书和信息披露事务管理部门； （二）公司及子公司董事和董事会； （三）公司及子公司高级管理人员； （四）公司总部各部门以及各分公司、子公司、分支机构的负责人； （五）公司股东或者存托凭证持有人、实际控制人及其一致行动人； 1 第一章 总 则 第一条 为建立健全信息披露事务管理制度，提高公司信息披露管理水平和 信息披露质量，促进公司依法规范运作，保护公司投资者的合法权益，公司按照 《公司法》、《证券法》、《上市公司信息披露管理办法》、《上海证券交易所 股票上市规则》（以下简称"《上市规则》"）及《上海证券交易所上市公司自 律监管指引第 2 号——信息披露事务管理 ...