Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Investor relations management system
Chapter I General Provisions
Article 1 in order to standardize the management of investor relations of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”), further protect the legitimate rights and interests of investors, establish a good communication relationship of timely and mutual trust between the company and investors, improve corporate governance, standardize operation and promote the high-quality development of the company, 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, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association.
Article 2 the term “investor relations management” as mentioned in this system refers to the company’s efforts to strengthen communication with investors and potential investors, enhance investors’ understanding and recognition of the company, improve the level of corporate governance, and form a corporate culture of respecting, respecting and rewarding investors through interactive communication, appeal handling, information disclosure and shareholder rights protection To maximize the overall interests of the company and protect the legitimate rights and interests of investors.
Article 3 the objects of investor relations management include investors (including current and potential investors of company stocks, bonds and other securities issued by the company), investment institutions such as funds, securities / industry analysts, financial media / industry media, regulatory authorities and other relevant individuals or institutions. Unless otherwise specified, the investors referred to in this system are the general name of the above-mentioned personnel or institutions.
Article 4 the management of investor relations of the company shall embody the principles of fairness, impartiality and openness, objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and avoid misleading investors’ decision-making due to excessive publicity.
Chapter II objectives and principles of investor relations management
Article 5 objectives of investor relations management:
(I) promote the communication between the company and investors, so that investors can understand, recognize, accept and support the company’s development strategy and business philosophy, so as to maximize the overall interests of the company and the interests of shareholders;
(II) establish the management concept of respecting investors and investment market, and form a corporate culture of respecting investors and being responsible to investors;
(III) establish a stable and high-quality investor base, establish a good market image of the company and obtain long-term market support;
(IV) promote the integrity, self-discipline and standardized operation of the company;
(V) improve the transparency of the company’s operation and management and improve the corporate governance structure.
Article 6 basic principles of investor relations management:
(I) compliance principle: the company shall actively manage investor relations on the basis of complying with relevant laws, regulations and normative documents and disclosing information truthfully, accurately, completely, timely and fairly. When carrying out investor relations work, attention shall be paid to the confidentiality of unpublished information and other internal information. In case of disclosure, the company shall disclose it in time in accordance with relevant regulations.
(II) initiative principle: the company shall actively carry out investor relations management activities, listen to the opinions and suggestions of investors and respond to the demands of investors in a timely manner.
(III) principle of equality. The company shall treat all investors equally in investor relations management, especially create opportunities for small and medium-sized investors to participate in investor relations management activities.
(IV) the principle of honesty and trustworthiness. In the investor relations management activities, the company should pay attention to integrity, abide by the bottom line, be responsible and responsible, and cultivate a healthy and good market ecology.
Chapter III General requirements for investor relations management
Article 7 in carrying out investor relations management, the company, its directors, supervisors, senior managers and staff shall abide by laws and regulations and relevant provisions of the Shenzhen Stock Exchange, reflect the principles of fairness, impartiality and openness, and objectively, truly, accurately and completely introduce and reflect the actual situation of the company. The following circumstances shall not occur:
(I) disclose or release material information that has not been publicly disclosed by means other than qualified media; (II) publishing false or misleading contents and making exaggerated publicity and misleading tips; (III) make expectations or commitments on the price of the company’s shares and their derivatives;
(IV) unfair treatment of minority shareholders such as discrimination and contempt;
(V) other violations of information disclosure rules or suspected of manipulating the securities market, insider trading and other illegal acts.
Article 8 when carrying out investor relations management activities, the company shall take the publicly disclosed information as the exchange content, and shall not disclose or disclose the undisclosed major information in any way.
If the investor relations activities involve or may involve stock price sensitive matters, undisclosed major information, or can infer undisclosed major information, the company shall inform the investors to pay attention to the company’s announcement and make necessary explanations on the information disclosure rules.
The company shall not replace formal information disclosure with exchanges in investor relations management activities. If the company inadvertently divulges important information that has not been publicly disclosed in the investor relations management activities, it shall immediately make an announcement through qualified media and take other necessary measures.
Article 9 in carrying out investor relations activities, the company shall establish a complete investor relations management file system. The investor relations management file shall at least include the following contents:
(I) participants, time and place of investor relations activities;
(II) exchange contents of investor relations activities;
(III) handling process and accountability of undisclosed major information disclosure (if any);
(IV) other contents.
The investor relations management archives shall be classified according to the way of investor relations management, and the relevant records, on-site recordings, presentations, documents (if any) provided in the activities and other documents shall be archived and properly kept for a period of not less than 3 years.
Article 10 the company shall set up a special investor consultation telephone and fax. The consultation telephone shall be in the charge of a special person familiar with the situation to ensure that the line is unblocked and carefully answered during working hours. The company shall publish the company’s website and consultation telephone number in the periodic report. When the website or consultation telephone number is changed, the company shall make an announcement in time.
Article 11 the company shall strictly review the information communicated to the outside world in the form of informal announcement, and set up review or recording procedures to prevent the disclosure of undisclosed major information.
The above informal announcement methods include: shareholders’ meeting, press conference and product promotion meeting; The company or relevant individuals are interviewed by the media; Issue press releases directly or indirectly to the media; Website and internal publications of the company (including subsidiaries); Social media such as blog, microblog and wechat of directors, supervisors or senior managers; Communicate with specific investors in writing or orally; Communicate with securities analysts in writing or orally; Other forms of external publicity and reports of the company; Other forms recognized by Shenzhen Stock Exchange.
Chapter IV contents of investor relations management
Article 12 contents of investor relations management:
(I) statutory information disclosure and its description, including regular reports and interim announcements;
(II) the company’s development strategy, including the company’s development direction, development plan and business policy;
(III) operation and management information of the company, including production and operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, etc;
(IV) the occurrence of major events specified in the securities law of the people’s Republic of China, including the company’s major investments and changes, asset restructuring, mergers and acquisitions, foreign cooperation, foreign guarantees, major contracts, related party transactions, major litigation or arbitration, changes in management and changes in major shareholders;
(V) environmental protection, social responsibility and corporate governance information of the company;
(VI) corporate culture construction;
(VII) ways, means and procedures for the exercise of shareholders’ rights;
(VIII) information demanded by investors;
(IX) other relevant information.
Chapter V forms and requirements of investor relations management
Article 13 the company may adopt the forms of shareholders’ meeting, investor briefing, roadshow, investor research, securities analyst research, etc. through the company’s official website, Shenzhen Stock Exchange website, Shenzhen Stock Exchange investor relations interactive platform (hereinafter referred to as interactive platform), new media platform, telephone, fax, email, investor education base, etc, Establish a major event communication mechanism with investors.
Article 14 the company may set up an investor relations management column on the official website to publish and update information related to investor relations management.
The company shall give full consideration to the time and place of the general meeting of shareholders, provide convenience for shareholders, especially minority shareholders, to attend the general meeting of shareholders, and provide necessary time for investors to speak, ask questions and communicate with directors, supervisors and senior managers of the company. The general meeting of shareholders shall provide online voting.
Article 15 the company shall provide convenience for small and medium-sized shareholders and institutional investors to visit, discuss and communicate at the company’s site, reasonably and properly arrange the activity process, do a good job in information isolation, and shall not expose visitors to undisclosed major information.
The company shall assume the primary responsibility for handling investors’ complaints, improve the complaint handling mechanism and properly handle investors’ demands.
Disputes between the company and investors may be settled through consultation, apply to mediation organizations for mediation, apply to arbitration institutions for arbitration, or bring a lawsuit to the people’s court.
Article 16 the company shall timely check and reply to the inquiries, complaints and suggestions of investors, pay full attention to the interactive and easy to collect information and the reports of other media on the company, pay full attention to and perform the information disclosure obligations caused or likely to be caused by the media reports of the company according to law.
Article 17 after the investor relations activities such as investor briefing, performance briefing, analyst meeting and roadshow, the company shall timely prepare the record form of investor relations activities and publish it on the website of interactive Yihe company (if any). The activity record form shall at least include the following contents:
(I) participants, time, place and form of the activity;
(II) communication contents and specific Q & A records;
(III) explanation on whether this activity involves major information that should be disclosed;
(IV) presentations, documents and other attachments used in the activity (if any);
(V) other contents required by SZSE.
Chapter VI investor briefing
Article 18 Where a company holds an investor briefing meeting, it shall adopt a method convenient for investors to participate. The company shall make a public announcement before the investor briefing meeting to explain the time, mode, place, website, list of attendees and theme of the investor relations activities. In principle, the investor briefing meeting shall be held in non trading hours.
The company shall open question channels for investors before and during the investor briefing meeting, collect investors’ questions, and respond to investors’ concerns at the briefing meeting.
Article 19 the company personnel participating in the investor briefing meeting shall include the chairman (or general manager), the person in charge of finance, independent directors and the Secretary of the board of directors. If the company is in the period of continuous supervision, the sponsor representative or the sponsor of independent financial adviser are encouraged to participate.
Article 20 in addition to performing the obligation of information disclosure in accordance with the law, the company shall actively hold an investor briefing meeting to introduce the situation, answer questions and listen to suggestions to investors. In case of any of the following circumstances, the company shall hold an investor briefing meeting in time:
(I) the cash dividend level of the company in the current year does not meet the relevant regulations, and the reasons need to be explained;
(II) the company terminates the reorganization after disclosing the reorganization plan or reorganization report;
(III) the company’s stock trading has abnormal fluctuations specified in relevant rules, and the company finds that there are undisclosed major events after verification;
(IV) major events related to the company are highly concerned or questioned by the market;
(V) after the disclosure of the annual report, the company holds an annual report performance explanation meeting in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange;
(VI) other circumstances where an investor briefing meeting should be held in accordance with the provisions of the CSRC and the Shenzhen Stock Exchange. Article 21 if the company holds an annual performance explanation meeting, it shall hold an annual report performance explanation meeting within 15 trading days after the disclosure of the annual report to explain the industry status, development strategy, production and operation, financial status, dividends, risks and difficulties and other contents concerned by investors.
Article 22 before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
Chapter VII investigation of the company
Article 23 when the company accepts the research of institutions and individuals engaged in securities analysis, consulting and other securities services, institutions and individuals engaged in securities investment (hereinafter referred to as research institutions and individuals), it shall properly carry out the relevant reception work and perform the corresponding information disclosure obligations according to the regulations.
Companies, research institutions and individuals shall not use research activities to engage in market manipulation, insider trading or other illegal acts. The company shall avoid accepting investors’ on-site investigation, media interview, etc. within 30 days before the disclosure of the annual report and semi annual report.
Article 24 the controlling shareholders, actual controllers, directors, supervisors, senior managers and other employees of the company shall inform the Secretary of the board of directors before accepting the investigation. In principle, the Secretary of the board of directors shall participate in the whole process. Article 25 in case of direct communication between the company and research institutions and individuals, in addition to being invited to participate in the investment strategy analysis meeting held by institutions such as the Research Institute of securities companies, the company shall require the research institutions and individuals to issue unit certificates, ID cards and other materials, and require them to sign a letter of commitment.
The letter of commitment shall at least include the following contents:
(I) not deliberately inquire into the material information not disclosed by the company, and not communicate or inquire with personnel other than the designated personnel of the company without the permission of the company;
(II) no leakage
