Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Measures for the administration of investor relations
March, 2002
catalogue
Chapter I General Provisions Chapter II Contents and methods of investor relations management Chapter III Organization and implementation of investor relations management 7 Chapter IV Supplementary Provisions eight
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Measures for the administration of investor relations
Chapter I General Provisions
Article 1 in order to strengthen the communication between Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “company”) and investors and potential investors (hereinafter referred to as the “investors”), promote the establishment of long-term and stable benign relationship between the company and investors, promote the company’s honesty, credit and standardized operation, strengthen investors’ understanding of the company and enhance the investment value of the company, To maximize the interests of shareholders and the value of the company, 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 for the relationship between listed companies and investors, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange and other laws and regulations These measures are formulated in accordance with the relevant provisions of normative documents and the articles of association of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 investor relations management 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. The company shall treat all its investors fairly in the management of investor relations.
Article 3 in carrying out investor relations management, the company shall embody the principles of fairness, impartiality and openness, introduce and reflect the actual situation of the company objectively, truly, accurately and completely, and avoid misleading investors caused by excessive publicity.
Article 4 in carrying out investor relations management, the company shall pay attention to the confidentiality of undisclosed information and internal information, so as to avoid and prevent the resulting disclosure and related insider trading. Unless expressly authorized and trained, all directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities.
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 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 6 the company’s investor relations management shall follow the following basic principles:
(I) principle of full disclosure of information. In addition to mandatory information disclosure, the company shall fully disclose the information related to the company concerned by investors, and fully protect investors’ right to know and their legitimate rights and interests;
(II) 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 management, 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 company’s investor relations management should be objective, true and accurate to avoid excessive publicity and misleading;
(V) principle of high efficiency and low consumption. When choosing investor relations management mode, we should fully consider improving communication efficiency and reducing communication cost;
(VI) principle of interactive communication. We should actively listen to the opinions and suggestions of investors and realize two-way communication between the company and investors.
Chapter II Contents and methods of investor relations management
Article 7 the working objects of investor relations management mainly include:
(I) investors (including registered shareholders and potential investors);
(II) securities analysts and industry analysts;
(III) financial media, industry media and other media;
(IV) other relevant institutions and individuals.
(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 9 the main ways of communication between the company and investors include but are not limited to:
(I) regular reports and temporary announcements;
(II) annual report explanation meeting;
(III) general meeting of shareholders;
(IV) the company’s website;
(V) one to one communication;
(VI) mailing materials;
(VII) telephone consultation;
(VIII) site visit;
(IX) analyst meeting;
(x) roadshow; （11） Other ways in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
The company shall communicate with investors in a timely, in-depth and extensive manner through various ways as far as possible, and pay special attention to the use of Internet to improve the efficiency of communication and reduce the cost of communication.
The company can set up an investor relations management column on the official website to publish and update information related to investor relations management.
The company can use the network and other modern communication tools to carry out regular or irregular exchange activities conducive to improving investor relations.
The company can set up a public e-mail to communicate with investors. Investors can ask questions and understand the situation to the company through the mailbox, and the company can also reply or answer relevant questions through the mailbox.
For the more important or general questions and answers involved in the forum and e-mail, the company shall sort them out and publish them in a prominent way in the investor column of the website.
Before the performance briefing, analyst meeting, roadshow and other investor relations activities, the company shall determine the range of questions that can be answered in advance.
If the question involves the company’s undisclosed material information or the company can infer the undisclosed material information, the company shall refuse to answer and shall not disclose the undisclosed material information.
The company holds 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 live webcast. If the method of live broadcasting is adopted, the company shall issue a public announcement in advance to explain the time, method, place, website, list of attendees and theme of the investor relations activities.
Article 10 the information that should be disclosed according to laws and regulations, securities regulatory authorities and stock exchanges must be published in the designated newspaper and website of the company’s information disclosure at the first time.
Article 11 when carrying out investor relations management activities, the company shall take the publicly disclosed information as the exchange content, and shall not disclose or disclose the undisclosed major information in any way.
If the investor relations activities involve or may involve stock price sensitive matters, undisclosed major information, or can infer undisclosed major information, the company shall inform the investors to pay attention to the company’s announcement and make necessary explanations on the information disclosure rules.
The company shall not replace formal information disclosure with exchanges in investor relations management activities. If the company inadvertently divulges important information that has not been publicly disclosed in the investor relations management activities, it shall immediately make an announcement through qualified media and take other necessary measures.
The company shall clearly distinguish between advertising and media reports, and shall not use advertising materials and paid means to affect the objective and independent reports of the media.
The company shall pay attention to the publicity and reports of the media in time and respond appropriately when necessary.
Article 12 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, investor relations contact methods, special articles, executive speeches, stock market and other relevant information concerned by investors on the company’s website.
Article 13 the company shall set up a special investor consultation telephone and fax, and the consultation telephone shall be in the charge of a special person familiar with the situation. The company shall publish the company’s website and consultation telephone number in the periodic report. When the website or consultation telephone number is changed, the company shall make an announcement in time.
The company shall ensure that the external contact channels such as consultation telephone, fax and e-mail are unblocked, ensure that the consultation telephone is answered by a specially assigned person during working hours, and timely reply and feed back relevant information to investors in an effective form.
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 14 the company may arrange investors and analysts to visit, discuss and communicate with the company on site.
The company shall provide convenience for small and medium-sized shareholders and institutional investors to visit, discuss and communicate with the company on site, reasonably and properly arrange the activity process, do a good job in information isolation, and shall not expose visitors to undisclosed major information. Article 15 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. The company shall provide convenience for minority shareholders to speak and ask questions, and provide necessary time for investors to communicate with directors, supervisors and senior managers of the company.
Article 16 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 17 the company may hold an annual report performance explanation meeting within 15 trading days after the disclosure of the annual report to explain the industry status, development strategy, production and operation, financial status, dividends, risks and difficulties and other contents concerned by investors.
Article 18 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, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
The company shall communicate with investors through various channels such as interactive trading, and assign or authorize special personnel to view and process the relevant information of interactive trading in a timely manner. The company shall make a full, in-depth and detailed analysis, explanation and reply to the investors’ questions about the disclosed information.
The company shall not publish the information on the platform based on the uncertainty, accuracy and misleading of the information, and shall not exaggerate and use the information on the platform based on the facts, and shall not be misleading and misleading.
The company’s information disclosure shall be subject to the content disclosed through qualified media, and the information published on the interactive mobile platform shall not conflict with the information disclosed according to law.
Article 19 the company may hold roadshows in accordance with relevant regulations when implementing the financing plan.
Article 20 the company shall strive to improve the effectiveness of information disclosure and enhance the readability of periodic reports and interim reports.
Article 21 the company may send the company’s announcements, including regular reports and interim reports, to investors, analysts and other relevant institutions and personnel.
Article 22 on the premise of complying with the information disclosure rules, the company establishes a communication mechanism with investors on major matters, and fully communicates and negotiates with investors through various ways when formulating major plans involving shareholders’ rights and interests.
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.
When communicating with investors, the relevant intermediaries hired by the company can also participate in relevant activities.
Article 23 the company shall strictly review the information communicated to the outside world in the form of informal announcement, and set up review or recording procedures to prevent the disclosure of undisclosed major information.
The above informal announcement methods include: shareholders’ meeting, press conference and product promotion meeting; The company or relevant individuals are interviewed by the media; Issue press releases directly or indirectly to the media; Website and internal publications of the company (including subsidiaries); Social media such as blog, microblog and wechat of directors, supervisors or senior managers; Communicate with specific investors in writing or orally; Communicate with securities analysts in writing or orally; Other forms of external publicity and reports of the company; Other forms recognized by the exchange.
Chapter III Organization and implementation of investor relations management
Article 24 the Secretary of the board of directors of the company is responsible for the management of investor relations.
The office of the board of directors of the company is the functional department of investor relations management. Under the leadership of the Secretary of the board of directors, it is responsible for planning, arranging and organizing all kinds of investor relations management activities and daily affairs under the condition of a comprehensive and in-depth understanding of the company’s operation and management, business status and development strategy.
Article 25 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; 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
