Investor relations management system
general provisions
Article 1 in order to promote Ninestar Corporation(002180) (hereinafter referred to as “the company”) to improve its governance structure, standardize the management of the company’s investor relations, further protect the legitimate rights and interests of investors, establish a good communication relationship of timely and mutual trust between the company and investors, and improve corporate governance, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the governance of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the relationship between listed companies and investors and other relevant laws, administrative regulations, normative documents and the articles of association.
Article 2 investor relations management refers to the strategic management behavior of the company through full information disclosure and using the principles of Finance and marketing to strengthen communication with investors and potential investors, promote investors’ understanding and recognition of the company, and maximize the value of the company and the interests of shareholders.
Article 3 basic principles of investor relations management:
(i) Principle of full disclosure of information: in addition to mandatory information disclosure, the company can actively disclose other relevant information concerned by investors.
（2） Principle of compliant disclosure of information: the company’s investor relations work shall comply with the company law, the securities law, relevant laws and regulations or relevant normative documents issued by the securities regulatory authorities and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), as well as the company’s articles of association and other relevant provisions, so as to ensure that the information disclosure is true, accurate, complete and timely.
（3） Principle of equal opportunities for investors: the company shall treat all shareholders and potential investors of the company fairly and avoid selective information disclosure.
（4） Principle of honesty and trustworthiness: the company’s investor relations work shall be objective, true and accurate to avoid excessive publicity and misleading.
（5） Principle of high efficiency and low consumption: when selecting the working mode of investor relations, the company shall fully consider improving communication efficiency and reducing communication cost.
（6） Interactive communication principle: the company shall actively listen to the opinions and suggestions of investors, realize two-way communication between the company and investors, and form a benign interaction.
Article 4 the investor relations management of the company shall embody the principles of fairness, impartiality and openness, treat all investors equally, ensure that institutional, professional and individual investors enjoy the same right to know and other legitimate rights and interests, and avoid selective information disclosure.
Article 5 the investor relations management of the company shall objectively, timely, truly, accurately and completely introduce and reflect the actual situation of the company, so as to avoid misleading investors caused by excessive publicity.
Article 6 when carrying out investor relations activities, the company shall pay attention to the confidentiality of unpublished information and internal information to avoid and prevent disclosure and related insider trading.
Article 7 unless expressly authorized and trained, directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities.
Article 8 the objectives of investor relations management are: to strengthen communication with investors through full information disclosure and promote investors’ understanding and recognition of the company; Build a corporate culture that respects investors and the market; Maximize the value of the company and the interests of shareholders.
Article 9 if the company is subject to administrative punishment by the China Securities Regulatory Commission or public condemnation by the Shenzhen Stock Exchange, it shall hold a public apology meeting in the form of network within five trading days to explain the violation, the reasons for the violation, the impact on the company and the proposed rectification measures to the investors. The chairman of the board of directors, independent directors, Secretary of the board of directors, other directors, supervisors, senior managers and sponsor representatives (if any) shall attend the public apology meeting. The company shall timely disclose the prompt announcement of convening the public apology meeting.
Chapter II Organization and implementation of investor relations
Article 10 the chairman of the company is the first responsible person for investor relations management. As the specific person in charge of investor relations management, the Secretary of the board of directors of the company assists the chairman in investor relations management, and sets up a securities department to undertake the daily management of investor relations. The main contents of investor relations management are: (1) legal information disclosure and its explanation, including regular reports and temporary announcements;
（2） The company’s development strategy, including the development direction of the company’s industry, the company’s competitive strategy and the company’s functional strategy;
（3） The company’s operation, management, finance and other information in the process of operation, including: the company’s production and operation, research and development of new products or technologies, major investment and its changes, major restructuring, foreign cooperation, financial status, operating performance, dividend distribution, changes in management, management mode and its changes Hold the general meeting of shareholders and other information during the operation of the company;
（4） Corporate culture;
（5） The company’s external environment and other information, including but not limited to changes in the enterprise’s market competition environment and the impact of changes in industrial policies on the enterprise.
（6） Other information of great significance to the company or concerned by investors.
Article 11 the person in charge of investor relations management is specifically responsible for the company’s investor relations management. The person in charge of investor relations management is responsible for planning, arranging and organizing various investor relations management activities under the condition of a comprehensive and in-depth understanding of the company’s operation and management, business status and development strategy. It has a department specifically responsible for the daily management of investor relations. Its main responsibilities include:
1. Information communication: assist relevant departments of the company in timely and accurate information disclosure according to the requirements of regulatory authorities; Integrate and publish the information required by investors; According to the company’s situation, hold analyst meetings, online meetings and online roadshows regularly or irregularly, invite news media, securities analysts and investors to participate, and answer the inquiries of analysts, investors and media; Collect relevant information about the company’s registered and potential investors, and timely transmit the investors’ evaluation and expectations of the company to the company’s board of directors and other decision-making departments;
2. Analysis and research: analyze and study relevant laws and regulations, departmental rules and regulations and business rules of Shenzhen Stock Exchange. Study the company’s development strategy, operation status and industry dynamics: investigate and study the company’s investor relations, track the key indicators reflecting the company’s investor relations, and regularly or irregularly write research reports reflecting the company’s investor relations for the reference of the company’s board of directors;
3. Investor reception: receive investors’ visits, maintain regular contact with institutional investors, securities analysts and small and medium-sized investors, and improve investors’ attention to the company;
4. Image planning: cooperate with the relevant departments of the company to produce or organize the production of the company’s brochures, promotional videos and other materials, and adopt various means to establish a good image of the company in the capital market;
5. Public relations: establish and maintain good public relations with regulatory authorities, Shenzhen Stock Exchange, relevant associations and other relevant departments;
6. Media cooperation: organize and cooperate with relevant departments of the company to maintain and strengthen cooperation with financial media, guide media reports, and arrange interviews and reports of senior managers and other important personnel;
7. Construction of network information platform: set up investor relations management column on the company’s website, timely disclose and update the company’s information on the Internet, make good use of the company’s e-mail, timely set up investor interaction and exchange section, and answer investor inquiries; Keep the consultation telephone and fax unblocked, facilitate investors’ inquiry and consultation, and improve investors’ attention to the company;
8. Crisis handling: after litigation, major restructuring, key personnel changes, sharp profit fluctuations, stock trading changes, natural disasters and other crises, quickly put forward effective handling plans, and timely organize or assist relevant departments of the company to deal with the crisis;
9. Pay attention to all kinds of information about the company on the news media and the Internet, and feed back to the board of directors and management of the company in time; Regularly or irregularly compile and issue investor suggestions for rationalization suggestions put forward by investors and submit them to relevant leaders;
10. Maintain good communication and cooperation with investor relations management departments of other listed companies, professional investor relations management consulting companies and financial public relations companies;
11. Meeting preparation: make preparations for the general meeting of shareholders, the board of directors and the board of supervisors and prepare relevant meeting materials.
12. Regular reports and interim reports: prepare annual reports, semi annual reports, quarterly reports and interim reports, and print and submit relevant materials.
13. Other work conducive to improving investor relations management;
14. Formulate and modify the provisions on investor relations management, and report to the relevant departments of the company for approval and implementation.
Article 12 the person in charge of investor relations management is responsible for formulating the management measures and implementation rules of the company’s investor relations management, and is responsible for the specific implementation and implementation. On the premise of not affecting production and operation and disclosing trade secrets, other functional departments of the company, subsidiaries controlled by the company (including substantial holdings) and all employees of the company are obliged to assist the daily management department of investor relations of the company in relevant work.
Article 13 the investor relations daily management department under the leadership of the Secretary of the board of directors is the company’s window to investors and represents the company’s image among investors. Personnel engaged in investor relations management must have the following qualities:
1. Have a comprehensive understanding of the company, including industry, products, technology, production process, management, R & D, marketing, finance, personnel and other aspects;
2. Good knowledge structure, familiar with corporate governance, finance, accounting and other relevant laws and regulations;
3. Familiar with the securities market, understand various financial products and the operation mechanism of the securities market;
4. Good communication and capital marketing skills;
5. Have good conduct, honesty and credibility, strong coordination ability and psychological endurance;
6. Strong cooperation ability.
Article 14 the company shall establish an investor relations assessment system to assess and manage investor relations activities. Article 15 the daily management department of investor relations shall, in an appropriate manner, report to all employees of the company, especially directors, supervisors, senior managers, department heads Company holding The principals of subsidiaries (including substantial holding) and personnel engaged in investor relations management shall carry out training to learn relevant laws, regulations, departmental rules, business rules of Shenzhen Stock Exchange and relevant knowledge of investor relations management; when carrying out major investor relations promotion activities, special training shall also be held. Unless explicitly authorized and trained , directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities. Article 16 working objects and precautions of investor relations management:
1. Investors, including registered investors and potential investors;
2. Securities analysts and fund managers;
The company shall not provide analysts or fund managers with material information of the company that has not been officially disclosed.
The company shall equally provide relevant materials and information provided by the company to analysts or investment managers if other investors also put forward the same requirements.
The company shall avoid investing and entrusting securities analysts to publish seemingly independent analysis reports. If an analyst or other independent institution is entrusted by the company to publish the investment value analysis report, the words “this report is entrusted by the company” shall be indicated in a prominent position at the time of publication.
The company shall avoid quoting or distributing analysts’ analysis reports to investors.
The company can provide reception and other facilities for the investigation and research of analysts and fund managers, but it should avoid providing subsidies for their work. In principle, analysts and fund managers shall pay their own expenses when inspecting the company, and the company shall not give high gifts to analysts.
3. Financial media, industry media and other relevant media;
The company can choose appropriate news media to release information at an appropriate time according to needs.
For major unpublished information, the company shall avoid disclosing relevant information in the form of media interviews and other news reports. Avoid providing relevant information or details to a news media before formal disclosure.
The company shall make a clear distinction between the publicity or advertising materials of the company and the formal, objective and independent reports of the company by the media. Publicity materials and words provided by the company (including those completed by the company itself or entrusted by others) and paid for shall be clearly explained and marked at the time of publication.
4. Investor relations adviser;
The company may employ professional investor relations consultants to consult, plan and handle investor relations, including media relations, development strategy, investor relations management training, crisis handling, arrangement of analyst meetings and performance presentation meetings, if it deems it necessary and conditional.
When employing investor relations consultants, the company shall pay attention to whether they also serve other services with competitive relations in the same industry. If the investor relations consultant employed by the company also provides services for other companies with competitive relations, the company shall avoid damaging the interests of one company by using the insider information of one company to serve another company.
The company shall avoid having the investor relations consultant speak on behalf of the company on matters such as the company’s operation and future development.
The company shall try its best to pay the remuneration of the investor relations consultant in cash, and avoid paying and compensating by means of the company’s shares and related securities, options or stock options.
5. Securities regulatory authorities and other relevant government agencies;
6. Other relevant individuals and institutions.
Article 17 for reception activities, the company shall establish a recordable registration system to record in detail the research, communication, interview, publicity, promotion and other activities of the accepted or invited objects. Including but not limited to the following contents: (I) participants, time, place and mode of the activity; （2） Details of the activity; (III) relevant materials provided; (IV) handling process and responsibility of undisclosed major information disclosure (if any); (V) other contents. The company shall disclose the information disclosure for future reference and registration in its regular report.
Article 18 the Securities Department of the company shall be responsible for formulating and retaining the archives of investor relations management, which shall be collected, sorted, archived and kept by special personnel. The retention period of investor relations management archives is five years. After expiration, the company can destroy them according to the actual situation.
Chapter III voluntary information disclosure
Article 19 the company may voluntarily disclose information other than the information required to be disclosed by the current laws, regulations and rules through various activities and methods of investor relations management. If the company has any questions about voluntary disclosure of information, it can consult Shenzhen Stock Exchange.
Article 20 the company conducts voluntary
