Ningxia Baofeng Energy Group Co.Ltd(600989)
Measures for the administration of investor relations
Chapter I General Provisions
Article 1 in order to further strengthen the information communication between Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “the company” or “the company”) and investors and potential investors (hereinafter referred to as “investors”), enhance investors’ understanding and recognition of the company and enhance the public image 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 These measures are formulated in accordance with the guidelines on the relationship between listed companies and investors, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the Ningxia Baofeng Energy Group Co.Ltd(600989) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations, departmental rules and business rules, and in combination with the actual situation of the company.
Article 2 investor relations management refers to the management behavior of the company to use various media and means to strengthen communication with investors and potential investors through information disclosure and exchange, enhance investors’ understanding and recognition of the company, and improve the level of corporate governance, so as to maximize the overall interests of the company and protect the legitimate rights and interests of investors.
Article 3 the purposes of investor relations management mainly include:
(I) promote the benign relationship between the company and investors, and enhance investors’ further understanding and familiarity with the company;
(II) establish a stable and high-quality investor base and obtain long-term market support;
(III) form a corporate culture of serving and respecting investors;
(IV) promote the investment philosophy of maximizing the overall interests of the company and increasing the wealth of shareholders;
(V) increase the transparency of corporate information disclosure and improve corporate governance.
Article 4 the basic principles of investor relations management are:
(I) principle of full disclosure of information. In addition to mandatory information disclosure, the company can actively disclose other relevant information concerned by investors;
(II) principle of compliance information disclosure. The company shall comply with the national laws and regulations and the provisions of the securities regulatory authorities and Shanghai Stock Exchange on the information disclosure of listed companies to ensure that the information disclosure is true, accurate, complete and timely. 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;
(III) the principle of equal opportunities for investors. The company shall treat all shareholders and potential investors of the company fairly and avoid selective information disclosure;
(IV) the principle of honesty and trustworthiness. The investor relations work of the company shall be objective, true and accurate to avoid excessive publicity and misleading;
(V) principle of high efficiency and low consumption. When choosing the working mode of investor relations, the company should give full consideration to improving communication efficiency and reducing communication costs;
(VI) principle of interactive communication. The company should actively listen to the opinions and suggestions of investors, realize two-way communication between the company and investors, and form a benign interaction.
Article 5 these measures are applicable to the headquarters of the company and the subsidiaries included in the scope of consolidated accounting statements (hereinafter referred to as “subsidiaries”).
Chapter II objects, contents and methods of investor relations
Article 6 the objects of investor relations management include: shareholders of the company (including current and potential shareholders), investment institutions such as funds, securities analysts, industry analysts, financial media, news media, regulatory authorities and other relevant personnel or institutions at home and abroad.
Unless otherwise specified, the investors referred to in these measures are the general name of the above-mentioned persons or institutions.
Article 7 in the investor relations work, the communication between the company and investors mainly includes:
(I) the company’s development strategy, including the company’s development direction, development plan, competitive strategy and business policy;
(II) statutory information disclosure and its explanation, including regular reports and temporary announcements;
(III) operation and management information that the company can disclose according to law, including production and operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, etc;
(IV) major matters that can be disclosed by the company according to law, including the company’s major investment and its 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) corporate culture construction;
(VI) other relevant information of the company.
Article 8 the company can communicate with investors through multiple channels and levels, and the communication method should be as convenient and effective as possible to facilitate investors’ participation.
The ways of communication between the company and investors include but are not limited to:
(I) announcements, including regular reports and temporary announcements;
(II) general meeting of shareholders;
(III) the company’s website;
(IV) mailing materials;
(V) telephone consultation;
(VI) media interviews and reports;
(VII) analyst meeting;
(VIII) performance presentation meeting;
(IX) advertisements or other promotional materials;
(x) one to one communication;
（11） Site visit;
（12） Roadshow;
（13） Questionnaire survey;
（14） Other ways.
Article 9 the information that should be disclosed according to laws and regulations, securities regulatory authorities and Shanghai stock exchange must be published in the designated newspaper and website of the company’s information disclosure at the first time.
Article 10 the information disclosed by the company in other public media shall not precede the designated newspapers and designated websites, and shall not replace the company’s announcement in other forms such as press release or answering reporters’ questions.
The company shall clearly distinguish announcements, advertisements and media reports, and shall not affect the objective and independent reports of the media by means of advertising materials and paid means.
The company shall pay attention to the publicity and reports of the media in time and respond in time if necessary.
Article 11 the company shall pay full attention to the construction of network communication platform, set up investor relations column on the company’s website, accept the questions and suggestions put forward by investors through e-mail or forum, and reply in time.
The company shall enrich and timely update the content of the company’s website, and can place the news release, company profile, business products or services, legal information disclosure materials, contact information of investor relations management department, special articles, executive speeches, stock market and other relevant information concerned by investors on the company’s website.
Article 12 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. If there is any change in the consultation telephone number, it shall be announced as soon as possible.
The company can use the network and other modern communication tools to carry out regular or irregular exchange activities conducive to improving investor relations.
Article 13 the company may arrange investors and analysts to visit, discuss and communicate with the company on site.
The company shall reasonably and properly arrange the visit process, so that the visitors can understand the business and operation of the company, and pay attention to avoid the visitors having the opportunity to get important information that is not disclosed.
Article 14 the company shall strive to create conditions for minority shareholders to participate in the general meeting of shareholders, and give full consideration to the time and place of the meeting, so as to facilitate the participation of shareholders.
Article 15 the company may hold a performance presentation meeting after the conclusion of the regular report, or conduct one-to-one communication with investors, fund managers and analysts on the company’s operation, financial status and other matters, introduce the situation, answer relevant questions and listen to relevant suggestions when deemed necessary.
The company shall not release the undisclosed material information of the company in the performance description meeting or one-to-one communication. The company shall equally provide the relevant information provided to other investors.
Article 16 the company may hold roadshows in accordance with relevant regulations when implementing the financing plan.
Article 17 the company may send the company’s announcements, including regular reports and interim reports, to investors, analysts and other relevant institutions and personnel.
Article 18 after making an announcement in accordance with the information disclosure rules and before the general meeting of shareholders, the company can fully communicate with investors and widely solicit opinions through on-site or online investor exchange meetings and explanation meetings, visiting institutional investors, issuing consultation letters, setting up hotlines, faxes and e-mail boxes. Article 19 when communicating with investors, the relevant intermediaries hired by the company may also participate in relevant activities.
Article 20 the company shall communicate with investors in a timely, in-depth and extensive manner as much as possible, and pay special attention to the use of Internet to improve the efficiency of communication and reduce the cost of communication.
Chapter III Organization and responsibilities of investor relations management
Article 21 the chairman is the first person in charge of the company’s investor relations management. He presides over and participates in major investor relations activities, including shareholders’ meeting, performance conference, press conference, roadshow promotion, important domestic and foreign capital market meetings and important financial media interviews. In the event that the chairman of the board is unable to attend, unless otherwise provided by laws and regulations or the articles of association, the president, the Secretary of the board of directors or the chief financial officer shall preside over and participate in major investor relations activities.
Article 22 the Secretary of the board of directors is the person in charge of the specific affairs of the company’s investor relations management, and is responsible for the overall planning, coordination and arrangement of the company’s investor relations management. His main responsibilities include:
(I) be responsible for organizing, formulating and implementing the company’s investor relations plan;
(II) coordinate and organize the company’s information disclosure;
(III) comprehensively plan, arrange and participate in the company’s major investor relations activities;
(IV) formulate the evaluation and assessment system of the company’s investor relations management;
(V) provide consulting services for major decisions of the company;
(VI) introduce the company’s information disclosure progress and capital market dynamics to the company’s senior management; (VII) arrange training for the company’s senior managers and investor relations managers as needed;
(VIII) other matters that should be the responsibility of the Secretary of the board of directors.
The chairman and other members of the board of directors, the president and other senior managers designated by the company and the investor relations management department shall consult the Secretary of the board of directors from the perspective of information disclosure before receiving investors, securities analysts or media interviews.
Article 23 the office of the board of directors is the functional department for the management of investor relations of the company, under which there is a special department for investor relations (hereinafter referred to as “investor relations management department”), which is specifically responsible for the management of investor relations.
The investor relations management department shall carry out investor relations management under the leadership of the Secretary of the board of directors and maintain good daily communication and exchange with investors; Implement various investor relations activities of the company; Timely summarize and report the capital market dynamics and investors’ views and suggestions on the industry and the company; Participate in important meetings of the company, participate in important decisions of the company, and play the role of staff consultation.
Article 24 the investor relations management department shall be equipped with necessary communication equipment, computers and other office equipment and means of transportation to keep the company’s network and external consultation telephone unblocked.
Article 25 in the daily work of investor relations management, the main work contents of the investor relations management department include:
(I) analysis and research. Statistical analysis of the number, composition and changes of investors and potential investors; Continue to pay attention to the opinions, suggestions, reports and other information of investors and the media, and feed back to the board of directors and management of the company in time.
(II) communication and liaison. Integrate and publish the information required by investors; Hold meetings and roadshows such as analyst briefings, and receive consultation from analysts, investors and the media; Receive investors’ visits, maintain regular contact with institutional investors and small and medium-sized investors, and improve investors’ participation in the company.
(III) public relations. Establish and maintain good public relations with Shanghai Stock Exchange, industry associations, media and other listed companies and relevant institutions; After major events such as litigation, major restructuring, changes in key personnel, changes in stock trading and major changes in the business environment, cooperate with relevant departments of the company to put forward and implement effective treatment plans, and actively maintain the public image of the company.
(IV) other work conducive to improving investor relations.
Article 26 on the premise of not affecting the production and operation of the company and complying with the basic principles specified in Article 4 of these measures, other functional departments, subsidiaries, investment enterprises and all employees of the company are obliged to assist the investor relations management department in the implementation of investor relations management.
Article 27 other departments of the company shall provide the investor relations department with necessary data information and other support, including data collection and sorting.
Article 28 the branches and subsidiaries of the company are obliged to assist the investor relations management department in the implementation of investor relations management, and provide necessary support according to the work needs of the investor relations management department, including data collection and sorting.
Article 29 all departments, branches and subsidiaries that provide information to the investor relations department shall be responsible for the content of the information provided and shall ensure its authenticity, accuracy, completeness and timeliness.
Article 30 when the company carries out large-scale investor relations promotion activities such as institutional promotion meetings and analyst meetings, the directors, supervisors and senior managers of the company shall actively cooperate.
Article 31 unless expressly authorized, senior managers and other employees of the company shall not speak on behalf of the company in investor relations activities. In all investor relations activities, full-time personnel shall speak on behalf of the company.
Article 32 the company’s personnel engaged in investor relations need to have the following qualities and skills: (I) fully understand all aspects of the company;
(II) have a good knowledge structure and be familiar with relevant laws and regulations such as corporate governance, financial accounting and the operation mechanism of the securities market;
(III) good communication and coordination skills;
(IV) good conduct, honesty and credibility.
Article 33 the company may take appropriate measures to train its directors, supervisors, senior managers and heads of relevant departments on relevant knowledge of investor relations. When carrying out major investor relations promotion activities, special training can also be done.
Article 34 the company may hire a specialist if it deems it necessary and conditional
