Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Investor relations management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company” or “the company”), standardize the company’s investor relations, strengthen the communication between the company and investors and potential investors (hereinafter referred to as “investors”), deepen investors’ understanding and recognition of the company, and promote the long-term and stable good relationship between the company and investors, Enhance the company’s integrity, core competitiveness and sustainable development ability, and maximize the company’s value and shareholders’ interests, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines on the relationship between listed companies and investors, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws, regulations and provisions, This system is formulated in combination with the actual situation of the company.
Article 2 investor relations management refers to the strategic management behavior and important work of the company to strengthen communication with investors and potential investors through information disclosure and exchange, and use financial and marketing means to enhance investors’ understanding and recognition of the company, improve the level of corporate governance, and maximize the value of the company while protecting the legitimate rights and interests of investors.
Chapter II purpose and basic principles of investor relations management
Article 3 the management of investor relations of the company shall embody the principles of fairness, impartiality and openness, treat all investors equally, and ensure the right to know and other legitimate rights and interests enjoyed by all investors on the premise of abiding by national laws and regulations and the provisions of Shenzhen Stock Exchange on information disclosure of listed companies.
Article 4 the purpose of investor relations management of the company is to objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and enhance the value of the company through effective communication.
Article 5 the purposes of investor relations management 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 growth of the company’s wealth and maximize the interests of shareholders;
(V) increase the transparency of corporate information disclosure and improve corporate governance.
Article 6 the basic principles of investor relations management are:
(I) principle of compliance information disclosure. The company shall comply with national laws and regulations and the provisions of securities regulatory authorities and stock exchanges 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;
(II) the principle of full disclosure of information. In addition to mandatory information disclosure, the company can follow the principle of fairness to make voluntary information disclosure to all investors and potential investors of the company, and actively disclose other relevant information concerned by investors;
(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 7 when carrying out investor relations activities, the company shall pay special attention to the confidentiality of unpublished information and internal information, so as to avoid and prevent the disclosure of secrets and related insider trading. The company should avoid misleading investors caused by excessive publicity.
Chapter III Organization and responsibilities of investor relations management
Article 8 the board of directors of the company is the decision-making body of the company’s investor relations management, which is responsible for reviewing and approving the company’s system related to investor relations management, supervising and verifying the implementation of relevant systems and the daily operation of investor relations management affairs. The chairman of the company is the first person responsible for investor relations management; The Secretary of the board of directors is the direct person in charge of investor relations management of the company; The office of the board of directors of the company is the functional department of the company’s investor relations management, and carries out matters related to investor relations under the leadership of the Secretary of the board of directors.
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 management activities.
The company shall assume the primary responsibility for handling investors’ complaints, improve the complaint handling mechanism, and disclose the handling process and handling situation.
Disputes between the company and investors can be settled through negotiation, submitted to a professional mediation institution for securities and futures disputes for mediation, applied to an arbitration institution for arbitration or brought a lawsuit to the people’s court.
Article 9 the Secretary of the board of directors of the company is fully responsible for the management of the company’s investor relations, and 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.
The Secretary of the board of directors is responsible for organizing the formulation and implementation of relevant systems for investor relations management.
The Secretary of the board of directors shall continue to 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 a timely manner.
Article 10 on the premise of not affecting the production and operation and disclosing trade secrets, other senior managers, other functional departments, subsidiaries, branches and all employees of the company are obliged to assist the person in charge of investor relations management in the implementation of investor relations management.
A good coordination mechanism and information collection system should be formed within the company. The department or personnel responsible for investor relations management shall timely collect the production and operation, finance, litigation and other information of each department and its subordinate companies, and all departments and subordinate companies of the company shall actively cooperate.
Article 11 the main responsibilities of investor relations management 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, 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 stock exchanges, industry associations, media, 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 12 the office of the board of directors of the company shall perform the specific duties of investor relations management:
(I) information disclosure: collect, study and study the company’s development strategy, business status, industry trends and relevant laws and regulations, communicate with investors in appropriate ways, study the company’s investor relations, and disclose information truthfully, accurately, completely and timely;
(II) information communication: collect the company’s production, operation, finance and other relevant information, and timely disclose the information according to the requirements of the regulatory authorities; According to the situation of the company, regular or irregular performance briefing, analyst briefing, online meeting, roadshow and other activities can be held to communicate with all shareholders and potential investors of the company; The company answers investors’ inquiries by means of telephone, e-mail, fax and receiving visits;
(III) regular report: organize the preparation, design, printing and sending of annual report, semi annual report and quarterly report; (IV) preparatory meeting: prepare the general meeting of shareholders, the board of directors, the board of supervisors, etc., and prepare the meeting materials;
(V) investor reception: receive investors’ visits, keep regular contact with institutional investors, securities analysts and small and medium-sized investors, and improve the market’s attention to the company;
(VI) maintain good communication with the exchange and regulatory authorities;
(VII) media cooperation: strengthen cooperation with financial media, guide media reports, and arrange interviews and reports of senior managers and other important personnel;
(VIII) set up a special column on investor relations management on the company’s website to disclose the company’s information online to facilitate investors’ inquiry and consultation;
(IX) maintain good cooperation and exchange relations with investor relations management departments, professional investor relations management consulting companies and financial public relations companies of other listed companies;
(x) the establishment, improvement and safekeeping of investor relations activities archives. The archives shall at least record the participants, time and place of investor relations activities, the contents discussed in investor relations activities, relevant suggestions and opinions, as well as the handling process and responsibility of undisclosed major information disclosure;
（11） Other daily work of maintaining investor relations.
Article 13 investor relations management is the window for the company to communicate with investors and represents the image of the company. The personnel engaged in investor relations management of the company need to have the following qualities and skills:
(I) fully understand all aspects of the company, including industry, products, technology, operation, management, R & D, marketing, finance, personnel and other aspects;
(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, coordination and marketing skills;
(IV) good conduct, honesty and credibility.
Article 14 the company shall take appropriate measures to train all employees, especially senior managers and heads of relevant departments on relevant knowledge of investor relations management. When carrying out major investor relations promotion activities, special training can also be done.
Chapter IV contents and methods of investor relations management
Article 15 working objects of investor relations management:
(I) investors;
(II) securities analysts and industry analysts;
(III) financial media, industry media and other media;
(IV) other relevant institutions.
Article 16 the work content of investor relations management is to timely disclose relevant information affecting investors’ decisions on the premise of following the principle of public information disclosure. The main contents include:
(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;
If the company entrusts analysts or other independent institutions to publish the investment value analysis report, the words “this report is entrusted by the company” shall be marked in a prominent position when publishing the investment value analysis report.
(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 17 the communication methods between the company and investors include but are not limited to:
(I) announcements, including regular reports and interim reports;
(II) general meeting of shareholders;
(III) the company’s website;
(IV) analyst meetings and performance presentations;
(V) one to one communication;
(VI) mailing materials;
(VII) telephone consultation;
(VIII) advertisements, leaflets or other promotional materials;
(IX) media interviews and reports;
(x) site visit;
（11） Roadshow.
The company shall treat all investors equally, create opportunities for small and medium-sized investors to participate in activities, ensure smooth relevant communication channels and avoid selective information disclosure.
Article 18 the company attaches importance to communication and exchange with small and medium-sized investors and establishes effective channels for communication with investors. After the regular report, the annual report explanation meeting can be held. The chairman (or general manager), financial director, independent director (at least one), Secretary of the board of directors and sponsor representative (at least one) of the company will attend the explanation meeting to explain the situation of the company’s industry Development strategy, production and operation, development of new products and technologies, financial situation, risk factors and other contents concerned by investors.
If the company needs to hold an annual report explanation meeting, it shall hold it within 15 trading days after the disclosure of the annual report, and issue a notice at least two trading days in advance. The contents of the announcement shall include the date and time, the way of holding (on-site / online), the place or website of the meeting, the list of attendees of the company, etc.
Article 19 the company shall communicate with investors through the interactive platform of investor relations of Shenzhen Stock Exchange (hereinafter referred to as “interactive trading”), appoint or authorize the Secretary of the board of directors or securities affairs representative to be responsible for checking the investor’s questions received on the interactive trading, and in accordance with the Listing Rules of Shenzhen Stock Exchange gem and other relevant provisions, Deal with the relevant information of the interaction in time according to the situation.
The company makes full, in-depth and detailed analysis, explanation and reply to investors’ questions about the disclosed information through interaction. For important or general questions and answers, the company will sort them out and publish them in a prominent way.
The company’s behavior of publishing information or answering investors’ questions in the interactive easy can not replace the due obligation of information disclosure, and the company shall not be involved or possible in the interactive easy
