Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Investor relations management system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to strengthen and standardize the information communication between Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) and investors and potential investors, improve the corporate governance structure and establish a stable and high-quality investor base, so as to obtain long-term market support. According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) This system is hereby formulated in combination with the actual situation of the company in accordance with the provisions of the measures for the administration of information disclosure of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (hereinafter referred to as the “articles of association”) and other relevant laws and regulations.
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 investor relations management of the company shall strictly comply with the company law, securities law and other relevant laws and regulations and the relevant rules of Shenzhen Stock Exchange.
Article 4 the investor relations management of the company shall embody the principles of fairness, impartiality and openness, treat all investors equally, and ensure that all investors enjoy the right to know and other legitimate rights and interests.
Article 5 the investor relations management of the company shall 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 material information that has not been publicly disclosed by means other than qualified media; (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.
Article 6 when carrying out investor relations activities, the company shall pay attention to the protection of unpublished information and internal information
To avoid and prevent the disclosure of secrets and related insider trading.
Article 7 unless expressly authorized and trained, directors, supervisors, senior managers and employees of the company shall not speak on behalf of the company in investor relations activities.
Chapter II basic principles, objects and contents of investor relations
Article 8 the basic principles of investor relations 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 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, and 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.
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.
Article 9 the working objects of investor relations management include investors (including registered investors and potential investors), analysts, fund managers, media, etc.
Article 10 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 other than the material information not disclosed by the company.
Article 11 the company shall establish investor relations management files to record in detail the research, communication, interview, publicity, promotion and other activities of the accepted or invited objects. The investor relations management file shall at least include the following contents:
(I) participants, time and place of investor relations activities;
(II) exchange contents of investor relations activities;
(III) handling process and accountability of undisclosed major information disclosure (if any);
(IV) other contents.
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 3 years.
Article 12 the company shall establish a record of investor relations information disclosure for future reference, and record in detail the research, communication, interview and other activities of accepting or inviting specific objects. The contents shall at least include the time, place, method (written or oral), the names of the parties, the contents of the company discussed during the activities, the relevant materials provided, etc, The company will disclose the information disclosure and registration for future reference in its regular report.
Chapter III responsibilities and staff quality of investor relations management
Article 13 the Secretary of the board of directors is the person in charge of investor relations management of the company. The securities department is the functional department of the company’s investor relations management, which is specifically responsible for the daily management of the company’s investor relations.
Article 14 the responsibilities of the securities department for 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. 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 Shenzhen 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 15 functional personnel of all departments and holding subsidiaries of the company are obliged to assist the securities department in the management of investor relations.
Article 16 the company shall regularly carry out systematic training on investor relations management for controlling shareholders, actual controllers, directors, supervisors, senior managers, departments and heads of holding subsidiaries, so as to enhance their understanding of relevant laws and regulations, relevant rules of Shenzhen Stock Exchange and company rules and regulations; Special training can be provided when carrying out major investor relations promotion activities.
Article 17 personnel engaged in investor relations management must 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 professional quality, honesty and credibility.
Chapter IV investor relations activities
Section I general meeting of shareholders
Article 18 the company shall carefully arrange and organize the general meeting of shareholders in accordance with the requirements of laws and regulations. Article 19 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.
Before the general meeting of shareholders deliberates on the specific plan of cash dividend, the company shall actively discuss the issues concerned by minority shareholders through various channels.
Article 20 in order to improve the transparency of the shareholders’ meeting, the company may invite the news media to attend and report the meeting in detail.
Section II website
Article 21 the company shall set up an investor relations column on the company’s website for publishing and updating information related to investor relations management. When the company’s website changes, the company shall make an announcement in time. Article 22 the company shall not reprint and disseminate the relevant reports on the company and the analysis reports of analysts on the company on the website, so as to avoid affecting the investment decisions of investors and being investigated for relevant responsibilities.
Article 23 the company shall update the information on the company’s website in time, distinguish the historical information from the current information with obvious marks, and correct the wrong information in time to avoid misleading investors.
Article 24 the company shall set up a public e-mail box to communicate with investors. Investors can ask questions and understand the situation to the company through the mailbox, and the company can reply to relevant questions through the mailbox.
Article 25 for the more important or general questions and answers raised by investors, the company can sort them out and publish them in a prominent way in the investor relations column of the investor relations interactive platform of Shenzhen Stock Exchange (hereinafter referred to as the “interactive platform”) or the company’s website.
Section III analyst meeting, performance presentation and Roadshow
Article 26 the company may hold analyst meetings, performance presentations or roadshows after the conclusion of regular reports, the implementation of financing plans or other necessary times.
Article 27 analyst meetings, performance presentations or roadshows shall be conducted in an open manner as far as possible. If possible, they can be broadcast live online.
Article 28 If the analyst meeting, performance presentation meeting or roadshow activity adopts the method of live broadcasting on the Internet, it can send a notice to the investors in advance in an open manner on the holding time, login website and login method of the meeting. Article 29 analyst meetings, performance presentations or roadshows can adopt online interactive methods. Investors can ask questions directly through the Internet, and the company can also answer relevant questions directly online.
Article 30 before holding analyst meetings, performance presentations or roadshows and other investor relations activities, the company shall determine the range of questions that can be answered in advance. If the questions of investors and analysts involve undisclosed material information or can infer undisclosed material information, the company shall refuse to answer.
Section IV investor briefing
Article 31 the company’s investor briefing meeting shall be held in a way convenient for investors to participate. The company shall make a public announcement before the investor briefing meeting to explain the time, mode, place, website, list of attendees and theme of the investor relations activities. In principle, the investor briefing meeting shall be held in non trading hours.
The company shall open question channels for investors before and during the investor briefing meeting, collect investors’ questions, and respond to investors’ concerns at the briefing meeting.
Article 32 the company’s personnel participating in the investor briefing shall include the chairman (or general manager), the person in charge of finance, independent directors and the Secretary of the board of directors.
Article 33 in addition to performing the obligation of information disclosure according to law, the company shall actively hold an investor briefing meeting to introduce the situation, answer questions and listen to suggestions to investors. In case of any of the following circumstances, the company shall hold an investor briefing meeting in time:
(I) the cash dividend level of the company in the current year does not meet the relevant regulations, and the reasons need to be explained;
(II) the company terminates the reorganization after disclosing the reorganization plan or reorganization report;
(III) the company’s stock trading has abnormal fluctuations specified in relevant rules, and the company finds that there are undisclosed major events after verification;
(IV) major events related to the company are highly concerned or questioned by the market;
(V) after the disclosure of the annual report, the company shall hold an annual report performance explanation meeting in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange;
(VI) other circumstances where an investor briefing meeting should be held in accordance with the provisions of the CSRC and the Shenzhen Stock Exchange.
Article 34 after the investor briefing, analyst meeting, performance briefing or roadshow, the company shall timely prepare a record of investor relations activities,
