Reception and promotion system
Chapter I General Provisions
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, Standardize the behavior and management of Ninestar Corporation(002180) (hereinafter referred to as “the company”) reception and promotion, and strengthen the company’s promotion and communication with the outside world, in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and the guidelines on the relationship between listed companies and investors And other laws, regulations and normative documents, and in combination with the specific situation of the company, this system is formulated.
Article 2 the reception and promotion work mentioned in this system refers to the work of the company to strengthen the communication between the company and investors and potential investors and enhance investors’ understanding and recognition of the company through accepting investor research, performance description meeting, analyst meeting, roadshow, mailing letters and materials, on-site visit, telephone consultation, news interview and other activities.
Article 3 unless expressly authorized and trained, directors, supervisors, senior managers and employees of the company shall try their best to avoid speaking on behalf of the company in reception and promotion activities.
Article 4 the purpose of this system is to standardize the reception and promotion of the company and accept transfer in the company
When conducting research, communication, interview or external publicity, promotion and other activities, increase the transparency and fairness of the company’s information disclosure, improve corporate governance, promote the benign relationship between the company and investors and potential investors, and enhance the outside world’s further understanding and cognition of the company.
Chapter II Basic Principles of reception and promotion
Article 5 the following basic principles shall be followed in the reception and promotion work:
(i) The principles of fairness, impartiality and openness. During reception and promotion activities, the company’s staff shall strictly follow the principles of fairness, impartiality and openness, shall not implement differential treatment policies, and shall not selectively and privately disclose, disclose or divulge non-public major information to specific objects.
（2） Principle of legality and compliance. The company shall strictly abide by national laws and regulations and relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on information disclosure of listed companies to ensure that information disclosure is true, accurate, complete and timely.
（3） The principle of honesty and trustworthiness. The reception and promotion of the company shall objectively, truly, accurately and completely introduce and reflect the actual situation of the company, so as to avoid misleading caused by false or excessive publicity.
（4） Confidentiality principle. The reception and promotion staff of the company shall not disclose, disclose or divulge non-public major information to the reception or promotion objects without authorization.
（5） Efficiency principle. In the work of reception and promotion, the company shall pay full attention to improving work efficiency and reducing the cost of reception and promotion.
（6） Interactive communication principle: the company shall actively listen to the opinions and suggestions of investors and visitors, realize two-way communication and form benign interaction.
Chapter III setting of reception and promotion departments and personnel
Article 6 the chairman of the company is the first person in charge of the reception and promotion of the company, the Secretary of the board of directors is fully responsible for the reception and promotion of the company, and the securities affairs representative assists the Secretary of the board of directors in completing the reception and promotion.
Article 7 the Securities Department of the company is the functional department responsible for receiving and promoting specific work, which is led by the Secretary of the board of directors.
Article 8 the company’s personnel engaged in reception and promotion shall have the following qualities and skills:
(i) Be familiar with the company’s operation, finance and other conditions, and have a comprehensive understanding of the company;
（2） Have a good knowledge structure, be familiar with securities, law, finance and other related knowledge; understand the company’s information disclosure management system;
（3） Familiar with the securities market, understand various financial products and the operation mechanism of the securities market;
（4） Good communication, coordination and adaptability;
（5） Have more rigorous logical thinking ability and high literary cultivation, and be able to write annual reports, semi annual reports, quarterly reports, industry analysis reports and various information disclosure manuscripts in a more standardized manner.
Chapter IV content and code of conduct of reception and promotion
Article 9 the company shall try its best to avoid accepting investors’ on-site investigation and media interviews within 30 days before the disclosure of the annual report and semi annual report, so as to prevent the disclosure of undisclosed major information.
Article 10 where the company communicates with any institution or individual on the company’s operation, financial status and other events through performance briefing, analyst meeting, roadshow, acceptance of investor research, etc., it shall not disclose, disclose or divulge non-public major information in any form, including the following contents:
(i) The status, development prospect and existing risks of the company’s industry;
（2） The company’s development strategy, production and operation, use of raised funds, and development of new products and technologies;
（3） The company’s financial status, operating performance and its change trend;
（4） Difficulties, obstacles or contingent losses of the company in business, marketing, technology, finance, investment direction of raised funds and development prospects;
（5） Other issues of concern to investors.
Article 11 the company can hold 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 online live broadcasting. 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
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 answered involve undisclosed material information, or the questions answered can infer undisclosed material information, the company shall refuse to answer.
After the performance presentation meeting, analyst meeting and roadshow, the company shall report the main contents in time
Disclosed on the company’s website and on the investor relations interactive platform of Shenzhen Stock Exchange
Article 12 Where the company intends to issue new shares or convertible corporate bonds, it shall hold an investor briefing meeting within five days after issuing the notice of convening the general meeting of shareholders to explain in detail the necessity of refinancing, the specific issuance plan, the feasibility of using the raised funds, the use of the previously raised funds, etc.
Article 13 Where the company communicates with any institution or individual on the company’s operation, financial status and other events through performance briefing, analyst meeting, roadshow, acceptance of investor research, etc., it shall not provide undisclosed material information.
Article 14 when specific objects such as institutional investors, analysts or news media visit the company for discussion and communication, the company shall reasonably and properly arrange the visit process to avoid visitors having the opportunity to obtain undisclosed major information. The company shall send more than two people to accompany the visit, and a specially assigned person shall answer the questions of the visitors.
Article 15 before direct communication with specific objects, the company shall require specific objects to sign a letter of commitment, which shall at least include the following contents:
(i) Promise not to deliberately inquire into the material information not disclosed by the company, and not to communicate or inquire with personnel other than the designated personnel of the company without the permission of the company;
（2） Undertake not to disclose the unpublished material information obtained unintentionally, and not to use the obtained unpublished material information to buy and sell the company’s securities or suggest others to buy and sell the company’s securities;
（3） Undertake not to use unpublished material information in investment value analysis reports, press releases and other documents, unless the company discloses the information at the same time;
（4） Undertake to indicate the source of data in any research report, communication meeting minutes or press release and other documents related to profit forecast and stock price forecast, and do not use subjective assumptions and data lacking factual basis;
（5） Promise to inform the company of any research report, communication meeting minutes or press release at least two working days before release or use, and ensure that the relevant contents are objective and true;
（6） Clarify the responsibility for breach of commitment.
Article 16 the company shall carefully check the investment value analysis report, press release and other documents notified by specific objects.
If it is found that there are errors and misleading records, it shall be required to correct them; If it refuses to correct, the company shall issue a Clarification Announcement in time.
If it is found that it involves unpublished material information, it shall immediately report to Shenzhen Stock Exchange and make an announcement. At the same time, it is required that 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 during this period.
Article 17 when necessary, the company shall place the communication with specific objects on the company’s website or disclose it in the form of announcement.
Article 18 when necessary, the company will expand the scope of information dissemination by holding press conferences, investor talks and online explanation meetings, so as to enable more investors to know the major information disclosed by the company in time.
Article 19 in the process of implementing the refinancing plan (including non-public offering), 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 20 when the company conducts business negotiations, bank loans and other matters, it is really necessary due to special circumstances
To provide the other party with unpublished material information, the company shall require the other party to sign a confidentiality agreement, ensure not to disclose relevant information, and promise not to buy or sell the company’s securities before the announcement of relevant information. 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 immediately.
Article 21 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 22 when the company and relevant information disclosure obligors exchange relevant information with specific objects under the following circumstances, in case of information leakage, 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 listed company and their affiliates;
（4） News media and journalists and their affiliates;
（5） Other units or individuals recognized by the exchange.
Article 23 for reception and promotion activities, the company shall establish a recordable registration system to record in detail the research, communication, interview, publicity and promotion activities of the accepted or invited objects. At least the following contents shall be recorded:
(i) Participants, time, place and mode of the activity;
（2） Details of activities;
（3） Handling process and responsibility of undisclosed major information disclosure (if any);
（4） Other contents.
Article 24 the company and relevant information disclosure obligors shall not disclose, disclose or divulge non-public material information in any form when accepting research, communication, interview and other activities, or conducting external publicity and promotion activities.
Article 25 once the company releases the major information required to be disclosed by laws, regulations and normative documents in any way during investor relations activities, it shall timely report to Shenzhen Stock Exchange and make formal disclosure before the opening of the next trading day.
Article 26 If the company and its directors, supervisors, senior managers, shareholders, actual controllers and other relevant information disclosure obligors violate the provisions of this system in research, communication, interview, publicity, promotion and other activities, they shall bear corresponding responsibilities.
Chapter V supplementary provisions
Article 27 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, the articles of association, the company’s information disclosure management system and investor relations management system; In case of any conflict between this system and the laws, regulations, normative documents issued in the future or the articles of association modified by legal procedures, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 28 the system shall be formulated, modified and interpreted by the board of directors of the company.
Article 29 the system shall come into force after being reviewed and approved by the board of directors of the company, and the same shall apply to its modification.
Ninestar Corporation(002180) board of directors
December 23, 2021
