Fujian Yongfu Power Engineering Co.Ltd(300712)
Administrative measures for media interview and investor research reception
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, Standardize the media interview and investor research reception of Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company”), strengthen the communication and exchange between the company and the media and investors, and improve the management level of the company’s investor relations, in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China and the guidelines for the relations between listed companies and investors These measures are formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the media interview and investor research reception mentioned in these Measures refer to the work of the company to enhance the investors’ understanding and value recognition of the company through accepting the research of investors, media and securities institutions, one-to-one communication, on-site visits, analyst meetings, roadshows and performance briefings, news interviews and other activities. Article 3 the purpose of these measures is to regulate the company to increase the transparency and fairness of the company’s information disclosure, improve the corporate governance structure, and enhance the understanding and support of the capital market for the company when receiving research, interview, communication or external publicity and promotion activities.
Article 4 the “significant information” as mentioned in these Measures refers to the information that may or has had a great impact on the trading price or investment decision of the company’s shares and their derivatives, including but not limited to the following information:
(i) Information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and capital reserve to share capital scheme;
（2） Information related to the company’s stock issuance, repurchase, equity incentive plan, etc;
（3） Information related to the company’s mergers and acquisitions, asset restructuring and other matters;
（4） Information related to the company’s business matters, such as developing new businesses, developing new inventions, formulating future major business plans, signing major contracts, etc;
（5） Information related to major litigation and arbitration matters of the company;
（6） Information related to transactions and related party transactions that should be disclosed;
（7） Relevant information on other matters to be disclosed as stipulated in relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange.
Article 5 the company’s reception work shall follow the following basic principles:
(i) Principle of fairness, impartiality and openness: during reception activities, the company’s personnel shall strictly abide by the principles of fairness, impartiality and openness, shall not implement differential treatment policies, and shall not disclose, disclose or divulge the company’s undisclosed major information to specific objects by selective, private or implied means.
（2） The principle of honesty and trustworthiness: the reception work of the company shall be based on the principle of objectivity, authenticity and accuracy, and shall not have false records, misleading statements, exaggeration or devaluation.
（3） Confidentiality principle: the company’s reception work shall strictly abide by the principles and confidentiality regulations on information disclosure of listed companies. The reception personnel of the company shall not disclose, disclose or divulge the company’s unpublished major information to visitors without authorization, nor publish the company’s unpublished major information in the company’s internal journals or networks.
（4） Principle of compliance information disclosure: the company shall abide by laws, regulations and the provisions of securities regulatory authorities and Shenzhen Stock Exchange on information disclosure of listed companies, and ensure that the information disclosure is true, accurate, complete, timely and fair during the reception process.
（5） Principle of high efficiency: the company’s reception shall improve work efficiency and reduce the cost of reception, and the language of reception personnel shall be standardized.
（6） Principle of interactive communication: the company shall be friendly to the interview requirements of the media, respect the press freedom of the media, actively listen to the opinions and suggestions of the visitors, and timely inform the relevant person in charge of the company, so as to realize two-way communication and form a benign interaction.
Article 6 the person in charge of investor relations management of the company is the Secretary of the board of directors. The office of the board of directors is responsible for the specific reception affairs, which is directly led by 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. In the process of daily work and business transactions, the company’s staff shall politely decline the other party’s answers to questions about the company’s performance and signing major contracts.
Article 7 the company shall provide systematic training on investor relations management to all employees, especially directors, supervisors, senior managers and relevant employees in an appropriate manner; When carrying out major investor relations activities, special training shall also be held to improve their ability to communicate with specific objects, enhance their understanding of relevant laws and regulations, business rules and company rules and regulations, and establish the awareness of fair disclosure.
The company shall strengthen the management and monitoring of relevant websites, blogs, microblogs, wechat, forums and other network information of the company, controlling shareholders, actual controllers, directors, supervisors, senior managers and other core personnel, so as to prevent the disclosure of major information not publicly available to the company through the above informal channels.
Article 8 the reception personnel of the company shall have the following qualities and skills:
(i) Have a comprehensive understanding of the company, including industry, products, technology, production process, management, R & D, marketing, finance, personnel and other aspects, and have a deep understanding of the company’s development strategy and development prospects;
（2） Good knowledge structure and professional quality, familiar with corporate governance, finance, accounting and other relevant laws, regulations and securities market operation mechanism;
（3） Good communication and coordination skills;
（4） Have good conduct, honesty and trustworthiness;
（5） Accurately grasp the contents and procedures of investor relations management.
Article 9 the company shall try its best to avoid accepting on-site investigation, media interview, etc. from investors within 30 days before the disclosure of annual report and semi annual report.
Article 10 the company may widely communicate and exchange with investors on the company’s operation, finance and other conditions by holding performance presentation meetings, roadshows, analyst presentation meetings, special seminars, investor reception and other meetings, but the exchange content is limited to the information publicly disclosed by the company and no unpublished major information shall be provided.
The company’s attendees include the company’s directors (including independent directors), supervisors, general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers or other authorized managers. If necessary, the sponsor representative and other intermediary or professional institutions can be invited to attend.
Article 11 when the company holds investor relations activities such as performance presentation, analyst meeting and roadshow, in order to enable all investors to have the opportunity to participate, it can adopt the way of live webcast. In case of live webcast, the company shall make an announcement in advance to explain the time, mode, place, website, list of attendees and theme of the investor relations activities.
Article 12 before the performance presentation meeting, analyst meeting and roadshow, the company shall determine the range of questions that can be answered by investors and analysts. If the questions to be answered involve the company’s undisclosed material information, or the questions to be answered can infer the company’s undisclosed material information, the company shall refuse to answer.
Article 13 after the performance presentation meeting, analyst meeting and roadshow, the company shall timely place the main contents on the company’s website or disclose them in the form of announcement.
Article 14 the company can help more investors to understand the major information disclosed by the company in a timely and comprehensive manner by holding press conferences, investor talks, online briefings, etc.
When the media have major doubts about the company, the company can hold an explanation meeting to explain relevant matters. In principle, the briefing meeting shall be held at non trading hours.
Article 15 institutional investors, analysts, news media and other specific objects shall make an appointment by telephone before visiting the company for on-site visit, discussion and communication; After the consent of the company, the reception appointment registration will be carried out for the visitors. Before the company directly communicates with the specific object, the specific object shall be required to sign the letter of commitment. In the process of communication, records shall be made, and the meeting minutes, on-site recording (if any), presentation (if any), documents provided to the other party and other documents (if any) shall be archived and properly kept.
Article 16 the Secretary of the board of directors shall be responsible for receiving analysts, personnel of securities service institutions, news media and other specific objects on site. The office of the board of directors of the company is responsible for the supervision of investors, analysts, personnel of securities service institutions Identity of news media and other personnel (including but not limited to checking the public information of the Securities Industry Association, verifying the identity certificate, etc.), and properly keep the letter of commitment, identity certificate and other relevant information. The company reasonably and properly arranges the visit process in accordance with the relevant regulations on the reception management of visitors, so as to prevent visitors from having the opportunity to obtain unpublished major information. The company shall send special personnel to accompany the visitors and supervise the visitors Answer your questions. The receptionist of the company shall refuse to answer the questions raised by the visitors that involve the company’s undisclosed material information or can infer the undisclosed material information, or require the provision or comments that may involve the company’s undisclosed material information.
Article 17 before the directors, supervisors and senior managers of the company receive media interviews and research, the company shall require them to provide an interview outline. The office of the board of directors of the company shall formulate an interview reception plan and interview response materials according to the interview outline, which shall be implemented after being submitted to the Secretary of the board of directors for approval. The interview outline shall include: media name, reporter’s name, department or content section, contact information, interview content, interview time, etc. Make corresponding interview arrangements in the company’s board of directors. After the media interview, the office of the board of directors of the company shall maintain contact and communication with key personnel and departments of the media, obtain the final report content and carefully verify it, so as to make the report and information disclosed by the media consistent with the publicity direction of the company and in line with the interests of the company. After the media release the interview report, the office of the board of directors of the company shall pay close attention to the communication dynamics. If the final report effect deviates seriously from the expected effect, it shall be reported to the Secretary of the board of directors in time and necessary measures shall be taken to minimize the adverse impact.
Article 18 the investment value analysis report, press release and other documents formed by the specific object based on the investigation or interview of the company shall be notified to the company before being released or used.
The company shall carefully check the investment value analysis report, press release and other documents submitted by specific objects. If it is found that the basic information of the company contained therein involves unpublished major information, errors, false records or misleading statements, it shall require it to correct; If it refuses to correct, the company shall issue a Clarification Announcement in time. For any unpublished material information, the company shall also immediately report to Shenzhen Stock Exchange and make an announcement. At the same time, it shall not disclose the information before the formal announcement of the company, and clearly inform that it shall not buy or sell the company’s securities and their derivatives during this period. The company can place the communication with specific objects on the company’s website or disclose it in the form of announcement.
Article 19 the company can expand the scope of information dissemination by holding press conferences, investor exchange meetings, online explanation meetings, etc., so that more investors can know the major information disclosed by the company in time. Article 20 in the process of implementing the refinancing plan (including non-public offering of shares), the company shall pay special attention to the fairness of information disclosure when conducting inquiry, promotion and other activities to specific individuals or institutions, and shall not attract them to subscribe for the company’s securities by providing them with unpublished material information.
Article 21 the company is conducting business negotiations When signing major contracts and other major matters (except for public bidding and auction), if the material matter is not disclosed or it is really necessary to provide the other party with the material information not disclosed by the company due to special circumstances, the company shall require the other party and participants to sign a confidentiality agreement to ensure that they will not disclose relevant information, and promise not to buy or sell the company’s securities and their derivatives before the announcement of relevant information. Once In case of leakage, market rumors or abnormal securities trading, the company shall take measures in time, report to Shenzhen Stock Exchange and make an announcement.
Article 22 If the event notified by the company to the shareholders at the general meeting of shareholders belongs to unpublished major information, the notified event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 23 when the company and relevant information disclosure obligors exchange relevant information with the following specific objects, in case of information disclosure, the company and relevant information disclosure obligors shall immediately report to Shenzhen Stock Exchange and make an announcement:
(i) Institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services; （2） Institutions, individuals and their affiliates engaged in securities investment;
（3） Shareholders holding more than 5% of the total share capital of the company and their affiliates;
（4） Journalists of the news media and their affiliates;
（5） Other units or individuals recognized by Shenzhen Stock Exchange.
Article 24 the company shall establish a registration system for future reference of reception activities to record in detail the research, communication, interview, publicity, promotion and other activities of the accepted or invited objects. Within two trading days after the conclusion of investor relations activities, the company shall prepare a record form of investor relations activities and publish it on the interactive website.
The record form of investor relations activities shall include the following contents:
(i) Participants, time and place of investor relations activities;
（2） Exchange contents of investor relations activities, including presentations, documents provided to the other party, etc. (if any).
Article 25 the company shall not disclose unpublished material information through the interactive website of Shenzhen Stock Exchange. If the company divulges unpublished material information in violation of regulations in investor relations activities, it shall immediately issue a formal announcement through the designated information disclosure media and take other necessary measures. The company’s disclosure on the interactive website of Shenzhen Stock Exchange shall not replace the company’s legal disclosure obligations.
Article 26 when the company and relevant information disclosure obligors accept research, communication, interview and other activities, or conduct external publicity, promotion and other activities, they shall not disclose, disclose or divulge the undisclosed major information of the company in any form.
Article 27 once the company releases the major information required to be disclosed by laws, regulations and normative documents in any way during the reception activities, it shall timely report to Shenzhen Stock Exchange and make formal disclosure.
Article 28 the reception personnel and non authorized personnel of the company who violate these measures in receiving research, communication, interview, publicity, promotion and other activities and cause damage or loss to the company shall bear corresponding responsibilities. Those who violate the law shall be investigated for legal responsibility according to law.
Article 29 If the company and its directors, supervisors, senior managers, shareholders, actual controllers and other relevant information disclosure obligors violate these measures in receiving research, communication, interview, publicity, promotion and other activities, they shall bear corresponding responsibilities.
Article 30 matters not covered in these Measures shall be implemented in accordance with the provisions of relevant laws, regulations and normative documents. If these measures conflict with the provisions of relevant laws, regulations and normative documents, they shall be implemented in accordance with the provisions of relevant laws, regulations and normative documents.
Article 31 these Measures shall be the responsibility of the board of directors of the company
