Wuhan Tianyu Information Industry Co.Ltd(300205)
Investor relations management system
Chapter I General Provisions
Article 1 in order to promote the integrity, self-discipline and standardized operation of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company” or “the company”), maintain the company’s honest, fair and transparent external image, strengthen information communication with investors, promote investors’ understanding and recognition of the company, and better serve investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the provisions on information disclosure of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines on the relationship between listed companies and investors, the relevant rules of Shenzhen Stock Exchange and other applicable laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association and in combination with the actual situation of the company.
Article 2 investor relations work refers to the important work of the company 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 purpose of investor relations work:
(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 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;
(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 Shenzhen 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 when carrying out investor relations management, the company, its directors, supervisors, senior managers and staff shall abide by relevant regulations, reflect the principles of openness, fairness and impartiality, objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and the following circumstances shall not occur:
(I) disclose or release major information that has not been publicly disclosed through non statutory means;
(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.
Chapter II object and content of investor relations management
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, financial media, regulatory authorities and other relevant personnel or institutions at home and abroad. Unless otherwise specified, the investors referred to in this system are the general name of the above-mentioned personnel or institutions.
Article 7 the communication between the company and investors in investor relations management mainly includes:
（1） The company’s development strategy, including the company’s development direction, development plan, competitive strategy and business policy;
（2） Statutory information disclosure and its description, including periodic reports and interim announcements;
（3） The 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;
（4） 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;
（5） Corporate culture construction;
（6） Other relevant information of the company.
Chapter III Organization and responsibilities of investor relations management
Article 8 the chairman is the first person responsible for the company’s investor relations management. He presides over and participates in major investor relations activities, including shareholders’ meetings, performance conferences, press conferences, important domestic and foreign capital market meetings and important financial media interviews. If the chairman of the board is unable to attend, unless otherwise provided by laws and regulations or the articles of association, the Secretary of the board of directors shall preside over and participate in major investor relations activities.
The chairman attended the annual general meeting of shareholders and arranged the chairman of the relevant special committee of the board of directors or its authorized representative to answer questions at the annual general meeting of shareholders.
Article 9 the Secretary of the board of directors is responsible for the investor relations of the company and the overall planning, coordination and arrangement of 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 staff consultation 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 of the board of directors, other members of the board of directors, senior managers and investor relations management departments of the company shall consult the Secretary of the board of directors from the perspective of information disclosure before receiving investors, securities analysts or media interviews.
Article 10 the office of the board of directors is the investor relations management department of the company. The investor relations management department is the office of the company’s board of directors responsible for investor relations management and the functional department of the company’s investor relations management.
The investor relations management department is the basic bridge between the company and investors, a comprehensive platform for the company to collect and sort out publicly disclosed information, the only provider of publicly disclosed information, and the only department for the company to organize investor activities and receive investors.
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 11 the company’s personnel engaged in investor relations shall have the following qualities and skills:
(I) fully understand all aspects of the company. Understand the company’s development strategy, management, marketing, finance, personnel status and the basic situation of the company’s industry, and accurately grasp the information disclosure scale when communicating with investors;
(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) have good communication skills with investors and strong coordination ability;
(IV) have good conduct, honesty and good professional ethics, do not take advantage of work convenience to seek personal interests for themselves or others, and do not disclose the company’s trade secrets and undisclosed share price sensitive information. Article 12 the main responsibilities of investor relations include:
(I) analysis and research. Statistical analysis of the number, composition and changes of investors and potential investors; Continuously pay attention to the opinions, suggestions, reports and other information of investors and 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, keep 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 Shenzhen Stock Exchange, industry associations, media and other listed companies and relevant institutions; Cooperate with relevant departments of the company to put forward and implement effective treatment plans after major events such as litigation, major reorganization, changes in key personnel, changes in stock trading and major changes in business environment, and actively maintain the public image of the company;
Article 13 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 14 in the daily work of investor relations management, the main work contents of the investor relations management department include:
(I) collect the company’s financial, business, legal and other relevant information, organize and coordinate the preparation of regular reports and interim reports, and make unified disclosure in time in accordance with the requirements of the laws, regulations and Listing Rules of the place where the company’s securities are listed and the relevant provisions of the company’s information disclosure and investor relations management;
(II) formulate relevant systems for investor relations management and submit them to the board of directors for approval and implementation;
(III) establish a database of laws and regulations of listed companies to provide support for leaders’ decision-making;
(IV) organize the functional departments of the company to answer the inquiries of investors through telephone, e-mail, fax and reception visits, and investigate and study the relationship between the company and investors;
(V) the information that should be disclosed according to laws and regulations, securities regulatory authorities and Shenzhen stock exchange must be published in the designated newspaper and website of the company’s information disclosure at the first time;
(VI) the information disclosed by the company in other public media shall not precede the designated newspaper and website, and shall not replace the company’s announcement in other forms such as press release or answering reporters’ questions;
(VII) clearly distinguish between advertising and media reports, and do not use advertising materials and paid means to affect the objective and independent reports of the media;
(VIII) pay attention to the publicity and reports of the media in time and respond appropriately when necessary;
(IX) enrich and timely update the content of the company’s website, and place the news release, company profile, business products or services, legal information disclosure materials, investor relations contact methods, special articles, executive speeches, stock market and other relevant information concerned by investors on the company’s website;
(x) set up special investor consultation telephone and fax. The consultation telephone is in the charge of a specially assigned 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; （11） Use modern communication tools such as the Internet to carry out regular or irregular exchange activities conducive to improving investor relations;
（12） Keep in touch with institutional investors, securities analysts and small and medium-sized investors to improve the market’s attention to the company. The company can arrange investors and analysts to wait for the company’s on-site visit, discussion and communication, but at the same time, pay attention to avoid visitors having the opportunity to get important information that is not disclosed;
（13） After the end of the regular report, the company can hold a performance presentation meeting, 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. It is not allowed to release the undisclosed material information of the company in the performance description meeting or one-to-one communication. The company shall provide relevant information to other investors equally;
（14） Set up an investor relations management column on the company’s website to simultaneously disclose public information such as the company’s announcements and periodic reports, facilitate investors’ inquiries, accept investors’ questions and suggestions through e-mail or forums, and reply in time;
（15） Roadshows can be held in accordance with relevant regulations when implementing the financing plan;
（16） The company’s announcements, including regular reports and interim reports, can be sent to investors, analysts and other relevant institutions and personnel;
（17） Strengthen cooperation with the media, track and guide media reports, and arrange interviews and reports by senior managers and other key personnel;
（18） Maintain good cooperation, exchange and communication with regulatory authorities, industry associations and exchanges, arrange company representatives to attend relevant meetings, maintain the company’s image and form a good communication relationship;
（19） Cooperate with the company’s legal counsel to handle litigation related to investors and other securities affairs; （20） Be aware of and participate in major matters of the company that may lead to information disclosure obligations, such as reorganization, merger, acquisition, major contracts or agreements, and provide reference opinions;
（21） Establish investor relations management files, timely report the abnormal situation of investors’ shareholding to the board of directors of the company, and fulfill the obligation of information disclosure in accordance with the relevant rules of Shenzhen Stock Exchange; 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 three years;
（22） Summarize the consultation of investors on a monthly basis, and timely report the common problems concerned by investors to the board of directors of the company for analysis and improvement
