Investor relations management system
Chapter I General Provisions
Article 1 in order to further strengthen the information communication between the company and investors and potential investors, deepen investors’ understanding and recognition of the company, establish a long-term and stable benign cooperative relationship with investors, promote the integrity, self-discipline and standardized operation of the company, and enhance the investment value of the company, according to 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 provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws and regulations and in combination with the actual situation of the company.
Article 2 investor relations management refers to a strategic management behavior that the company strengthens the communication and exchange with investors and potential investors (hereinafter referred to as “investors”) through various forms of investor relations activities, so as to enhance investors’ understanding of the company, so as to maximize the legitimate rights and interests of the company, shareholders and other relevant stakeholders.
Article 3 purpose of investor relations management
1. Strengthen communication with investors through adequate information disclosure to promote investors to understand, recognize, accept and support the company’s development strategy and business philosophy, so as to maximize the company’s value and shareholders’ interests;
2. Establish a stable and high-quality investor relations management platform, establish a good market image, create a good capital market financing environment for the company and obtain long-term market support;
3. Promote the integrity, self-discipline and standardized operation of the company, improve the transparency of the company and improve the corporate governance structure; 4. Form a corporate culture and corporate values that respect investors.
Article 4 basic principles of investor relations management
1. Principle of legality: information communication with investors shall comply with the provisions of national laws and regulations;
2. Principle of equality: protect investors’ right to know and their legitimate rights and interests, treat all investors equally, and treat information communication equally;
3. 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;
4. Confidentiality principle: when communicating with investors, ensure that the company’s production and operation will not be affected and trade secrets will not be disclosed;
5. Principle of honesty and trustworthiness: the company’s investor relations management should be objective, true and accurate, and avoid excessive publicity and misleading;
6. Interactive communication principle: 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.
Chapter II institutions and working objects of investor relations management
Article 5 the Secretary of the board of directors of the company is the person in charge of investor relations management. He is fully responsible for the management of investor relations of the company, and is responsible for planning, arranging and organizing all kinds of investor relations management activities under the condition of in-depth understanding of the company’s operation and management, business status and development strategy.
Article 6 the securities investment department is the centralized management department and daily work organization of investor relations, carries out information disclosure under the leadership of the Secretary of the board of directors, and is responsible for the daily affairs of investor relations management; Organize comprehensive and systematic training on investor relations management for senior managers and relevant personnel of the company.
Article 7 working objects of investor relations management
1. Investors (including registered investors and potential investors);
2. Securities analysts and industry analysts;
3. Financial media, industry media and other media;
4. Regulatory authorities and other relevant institutions;
5. Other institutions or individuals.
Chapter III work contents and responsibilities of investor relations management
Article 8 communication contents of investor relations management
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 regular reports and interim reports;
3. The operation and management information that the company can disclose according to law, including production and operation status, financial status, business performance, dividend distribution, etc;
4. Major matters that can be disclosed by the company according to law, including the company’s asset restructuring, external guarantee, major contract, related party transaction, major litigation or arbitration, change of management and change of major shareholders;
5. Corporate culture construction;
6. Other relevant information of the company.
Article 9 responsibilities of investor relations management
1. 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;
2. Information communication: establish and improve the company’s internal information communication system, collect and integrate the company’s production, operation, finance and other relevant information, and disclose the information according to the requirements of laws, regulations and rules and the relevant provisions of the company; Answer inquiries from investors, analysts and media; Widely collect relevant information of the company’s investors and timely transmit the evaluation and expectation of the investment community on the company to the company’s decision-making level;
3. Crisis handling: after the company is faced with major litigation, large operating losses, large fluctuations in profits, changes in stock trading, and major losses caused to the company’s operation due to force majeure such as natural disasters, quickly put forward effective handling plans and actively organize their implementation;
4. Public relations: establish and maintain good public relations with securities regulatory authorities, industry associations and other relevant departments;
5. Visit reception: keep regular contact with investors, securities analysts and news media, improve investors’ attention to the company, and do a good job in reception registration. Hold regular or irregular analyst briefings, online meetings and online roadshows according to the company’s situation.
6. Regular report: it mainly includes the preparation, design, printing and sending of the company’s annual report and semi annual report. The regular report must disclose the specific situation of the company’s Investor Relations Management in accordance with the regulations;
7. Preparatory meeting: prepare annual general meeting, extraordinary general meeting and board of directors, and prepare meeting materials; 8. Media cooperation: maintain and strengthen the cooperative relationship with financial media, and do a good job in media interview and reporting;
9. Construction of network information platform: set up investor relations management column and investor relations management interactive platform on the company’s website or relying on the background technical support services of the trading place, and timely disclose and update the relevant information of the company on the Internet, so as to facilitate investors’ inquiry and answer investors’ inquiries;
10. Other work conducive to improving investor relations management.
Article 10 other functional departments of the company and all employees of the company are obliged to assist the Secretary of the board of directors and relevant functional departments in the management of relevant investor relations without affecting the production and operation and disclosing trade secrets.
Unless expressly authorized and trained, other directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities.
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 11 the company shall conduct systematic training on investor relations management for directors, supervisors, senior managers and relevant employees, improve the ability to communicate with specific objects, enhance their understanding of relevant laws and regulations, business rules and rules, and establish the awareness of fair disclosure.
Article 12 the establishment of investor relations archives shall at least include the following contents:
1. Participants, time and place of investor relations activities;
2. Communication contents in investor relations activities, including presentations, documents provided to the other party, etc. (if any).
Article 13 the company shall assume the primary responsibility for handling investors’ complaints and improve the complaint handling mechanism. 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.
Chapter IV Organization and implementation of investor relations management
Article 14 the ways of communication between the company and investors include but are not limited to: Announcement (including periodic report and temporary announcement); The general meeting of shareholders; company website; Performance release and roadshow activities, analyst meetings; One to one communication; Site visit; Telephone consultation, fax and e-mail; Media publicity and interviews; Mailing materials; Advertisements or other promotional materials, etc.
1. General meeting of shareholders: the company actively creates conditions for minority shareholders to participate in the general meeting of shareholders and respects shareholders’ inquiry rights. In order to improve the transparency of the shareholders’ meeting, the company can invite the news media to attend and report the meeting according to the actual situation.
2. Company website: the company website is the main information window to introduce the latest development of the company to investors. The “investor relations column” is set up on the company’s website to introduce the latest production and operation information of the company, and timely publish the company’s background materials, audio-visual materials and regular reports for roadshow promotion or shareholders’ meeting for investors to download.
3. Performance release, roadshow and analyst meeting: after the performance is announced, the company can hold performance press conference, media meeting or introduce the company’s performance to investors, analysts and financial media in the form of teleconference. After the performance conference, the company will hold roadshow promotion activities as appropriate.
The company shall avoid providing analysts or fund managers with material information of the company that has not been officially disclosed, and equally provide investors, analysts or fund managers with relevant materials and information.
4. One to one communication: the securities investment department is responsible for arranging the daily reception of investors and securities analysts. Relevant departments of the company and branches (subsidiaries) shall provide necessary working conditions for the reception of investors. If necessary, relevant personnel of relevant departments of the company and branches (subsidiaries) shall also participate.
5. Financial analysts and investors shall visit the site according to their needs.
6. Telephone consultation, fax and e-mail: the company sets up a special investor consultation telephone, fax and e-mail. Investors can use the consultation telephone, fax and e-mail to ask the company and understand their concerns.
7. Media publicity and interview: the securities investment department is responsible for the objective and effective publicity of the company’s strategy and other information through the financial media in a planned and targeted manner.
For major information, insiders of the company should avoid providing relevant information or details to a news media before formal disclosure.
The Secretary of the board of directors may suggest and arrange senior managers of the company to accept media interviews as necessary, and introduce the unified information disclosure caliber of the company to relevant personnel before the interview.
Article 15 the company’s information disclosure to investors shall strictly implement relevant laws, regulations and other internal provisions of the company to ensure the consistency and unity of the company’s external information disclosure.
Article 16 on the premise of standardized and sufficient information disclosure, non disclosure of trade secrets and equal treatment of investors, the securities investment department may conduct voluntary information disclosure according to the following procedures on the basis of legal information disclosure and the actual situation of the company:
1. The securities investment department is responsible for discussing the company’s business environment, strategic planning, development prospects, business conditions and the implementation of business plans with relevant departments or branches (subsidiaries) from time to time to determine the information and disclosure criteria that can be used as the company’s voluntary information disclosure;
2. Each information related department or branch (subsidiary) shall provide the truth of relevant information and ensure the authenticity, accuracy and completeness of relevant information;
3. The company shall carry out continuous voluntary information disclosure in accordance with a unified standard to enhance investors’ understanding of the company and help investors make rational judgments and decisions.
Article 17 when the company conducts investor relations activities through shareholders’ meeting, website, analyst meeting, performance description meeting, roadshow, one-to-one communication, on-site visit and telephone consultation, it shall treat all investors equally, create opportunities for small and medium-sized investors to participate in the activities, ensure the smooth flow of relevant communication channels and avoid selective information disclosure.
Article 18 the company shall determine the range of questions that can be answered in advance before the commencement of investor relations activities such as performance briefing, analyst meeting and roadshow. If the design company does not disclose major information or can infer that it does not disclose major information, the company shall refuse to answer.
Article 19 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 broadcast. If the method of live broadcasting is adopted, the company shall issue a public announcement in advance to explain the time, method, website, list of attendees and theme of the investor relations activity.
Article 20 in case of direct communication between the company and the specific object of investor relations management, the specific object shall be required to issue the company certificate or ID card and other materials, and the specific object shall be required to sign the letter of commitment, except that the company is invited to participate in the investment strategy analysis meeting held by the Institute of securities companies and other institutions.
Article 21 after communicating with specific objects, the company shall require specific objects to inform the company of the investment value analysis report, press release and other documents formed based on communication before release or use. The company shall verify the above documents in accordance with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies.
Article 22 the company shall strengthen communication and exchange with small and medium-sized investors and establish effective channels for communication with investors. The company may hold an annual report explanation meeting within 15 trading days after the disclosure of the annual report. The chairman (or general manager), financial director, independent director, Secretary of the board of directors and sponsor representative of the company shall attend the meeting to discuss the company’s industry status, development strategy, production and operation, development of new products and technologies, financial status Risk factors and other contents concerned by investors.
If the company intends to hold an annual report explanation meeting, it shall issue a notice of holding the annual report explanation meeting 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 23 before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions of minority shareholders
