Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Reception and promotion system
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, standardize the reception and promotion of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), and strengthen the exchange and communication between the company and the outside world, This system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standard operation of listed companies on the main board and other laws, regulations and normative documents, and in combination with the specific conditions of the company.
Article 2 the reception and promotion work mentioned in this system refers to the work of the company to strengthen communication with investors and enhance investors’ understanding and recognition of the company through receiving investor research, one-to-one communication, mailing materials, telephone consultation, on-site visit, analyst meeting, roadshow and performance briefing, news interview and other activities.
Chapter II purpose and principles
Article 3 the purpose of this system is to standardize the reception and promotion of the company, increase the transparency and fairness of the company’s information disclosure when the company receives research, communication, interview or external publicity and promotion, improve corporate governance, promote the good relationship between the company and investors, and enhance the further understanding of the company by the outside world.
Article 4 the following basic principles shall be followed in the reception and promotion work:
(I) the principles of fairness, impartiality and openness. In the reception and promotion activities, the company shall strictly follow the principles of fairness, impartiality and openness, shall not implement differential treatment policies, and shall not selectively and privately disclose, disclose or divulge non-public major information to specific objects.
(II) the principle of honesty and trustworthiness. The relevant reception and promotion work of the company shall be objective, true and accurate, and there shall be no false records and misleading statements.
(III) confidentiality principle. The relevant reception and promotion staff of the company shall not disclose, disclose or divulge non-public material information to the other party without authorization, nor publish non-public material information in the company’s internal journals or internal networks.
(IV) principle of compliance information disclosure. The company shall abide by the national laws and regulations and the provisions of the securities regulatory authorities on the information disclosure of listed companies, and ensure that the information disclosure is true, accurate, complete, timely and fair in the process of reception and promotion.
(V) principle of high efficiency and low consumption. In the process of reception and promotion, the company should pay full attention to improving work efficiency and reducing the cost of reception and promotion.
(VI) principle of interactive communication. The company shall actively listen to the opinions and suggestions of investors and visitors, realize two-way communication and form benign interaction.
Chapter III quality requirements for functional personnel
Article 5 the person in charge of the reception and promotion of the company is the Secretary of the board of directors. The Securities Department of the company is the functional department responsible for the specific work of reception and promotion, which is led by the Secretary of the board of directors.
Article 6 the company’s personnel engaged in reception and promotion need to have the following qualities and skills:
(I) fully understand all aspects of the company;
(II) have a good knowledge structure, and be familiar with the operation mechanism and rules and regulations of securities markets such as corporate governance and financial accounting;
(III) good communication and coordination skills;
(IV) have good conduct and be honest and trustworthy.
Chapter IV reception and promotion
Article 7 the company shall try its best to avoid carrying out investor relations activities 30 days before the disclosure of periodic reports to prevent the disclosure of undisclosed major information.
Article 8 the company may hold an annual report performance explanation meeting within 15 days after the disclosure of the annual report to explain the industry situation, development strategy, production and operation, financial situation, dividend situation, risks and difficulties and other contents concerned by investors. The company personnel participating in the investor briefing meeting shall include the chairman (or general manager), the person in charge of finance, independent directors and the Secretary of the board of directors.
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.
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 Shenzhen Securities Exchange.
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 9 if the company communicates with any institution or individual on the company’s operation, financial status and other events through performance description meeting, analyst meeting, roadshow, acceptance of investor research and other forms, it shall not provide unpublished major information, but only publicly disclosed information and non-public non-material information. The performance presentation meeting, analyst meeting and roadshow can be conducted in the form of online live broadcast at the same time, so that all investors have the opportunity to participate, and explain the activity time, mode and main contents to investors in the form of announcement in advance.
Article 10 before the performance presentation meeting, analyst meeting and roadshow, the company shall determine the range of questions that can be answered by investors and analysts. If the questions answered involve undisclosed material information, or the questions answered can infer undisclosed material information, the company shall refuse to answer.
Article 11 after the completion of investor relations activities such as performance briefing, analyst meeting and roadshow, the company shall timely prepare the record form of investor relations activities and publish it on the website of interactive Yihe company in time. The activity record form shall at least include the following contents:
(I) participants, time and place;
(II) communication contents and specific Q & A records;
(III) explanation on whether this activity involves major information that should be disclosed;
(IV) presentations, documents and other attachments used in the activity (if any);
(V) other contents required by Shenzhen Stock Exchange..
Article 12 when institutional investors, analysts, news media and other specific objects come to the company for on-site visit, discussion and communication, the company shall reasonably and properly arrange the visit process to avoid visitors having the opportunity to obtain unpublished information.
The company shall send more than two people to accompany the visit, and a specially assigned person shall answer the questions of the visitors.
Article 13 before direct communication with specific objects, the company shall require specific objects to sign a letter of commitment, which shall at least include the following contents:
(I) promise not to deliberately inquire into the material information not disclosed by the company, and not to communicate or inquire with personnel other than the designated personnel of the company without the permission of the company;
(II) promise not to disclose the unpublished material information obtained unintentionally, and not to use the obtained unpublished material information to buy or sell or suggest others to buy and sell the company’s shares and their derivatives;
(III) promise not to use unpublished material information in any research report, communication meeting minutes or press release, unless the company discloses the information at the same time;
(IV) promise to indicate the source of data in any research report, communication meeting minutes or press release and other documents related to profit forecast and stock price forecast, and do not use subjective assumptions and data lacking factual basis;
(V) promise to inform the company at least two working days before the release or use of any research report, communication meeting minutes or press release and other documents, and ensure that the relevant contents are objective and true;
(VI) clarify the responsibility for breach of commitment.
Article 14 the company shall carefully check the research report, communication meeting minutes or press release and other documents notified by specific objects.
If it is found that there are errors and misleading records, it shall be required to correct them; If it refuses to correct, the company shall issue a Clarification Announcement in time.
If it is found that it involves unpublished material information, it shall immediately report to Shenzhen Stock Exchange and make an announcement. At the same time, it shall not disclose the information before the formal announcement of the company, and clearly inform that it shall not buy or sell the company’s shares and their derivatives during this period.
Article 15 when necessary, the company will place the communication with specific objects on the company’s website or disclose it in the form of announcement.
Article 16 when necessary, the company will expand the scope of information dissemination by holding press conferences, investor talks, online explanation meetings, etc., so that more investors can know the major information disclosed by the company in time.
Article 17 in the process of implementing the refinancing plan (including non-public offering), the company shall pay special attention to the fairness of information disclosure when conducting inquiry, promotion and other activities to specific individuals or institutions, and shall not attract them to subscribe for the company’s shares and its derivatives by providing them with unpublished material information.
Article 18 when the company conducts business negotiations, bank loans and other matters, it is really necessary to provide the other party with unpublished major information due to special circumstances. The company shall require the other party to sign a confidentiality agreement to ensure that it will not disclose relevant information, and promise not to buy or sell the company’s shares and their derivatives before the announcement of relevant information. In case of leakage, market rumors or abnormal securities trading, the company shall take measures in time, report to Shenzhen Stock Exchange and make an announcement immediately.
Article 19 If the event notified by the company to the shareholders at the general meeting of shareholders belongs to unpublished major information, the notified event shall be disclosed at the same time as the announcement of the resolution of the general meeting of shareholders.
Article 20 when the company and relevant information disclosure obligors exchange relevant information with specific objects under the following circumstances, in case of information leakage, the company and relevant information disclosure obligors shall immediately report to Shenzhen Stock Exchange and make an announcement:
(I) institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services; (II) institutions, individuals and their affiliates engaged in securities investment;
(III) shareholders holding more than 5% of the total share capital of the company and their affiliates;
(IV) news media, journalists and their affiliates;
(V) other units or individuals recognized by the exchange.
Article 21 the information of the company’s invitation, publicity and promotion activities shall be recorded and recorded in detail, and the information of the company’s invitation, promotion and other activities shall be recorded and communicated for future reference. At least the following contents shall be recorded:
(I) participants, time, place and method (written or oral);
(II) the detailed contents of the activity, including the contents about the company discussed in the activity, relevant materials provided, etc;
(III) handling process and responsibility bearing of undisclosed major information disclosure (if any);
(IV) other contents.
Article 22 when the company and relevant information disclosure obligors accept research, communication, interview and other activities, or carry out external publicity, promotion and other activities, they shall not disclose, disclose or disclose non-public material information in any form.
Article 23 the company shall communicate with investors through interactive trading and other channels, and assign or authorize special personnel to view and process the relevant information of interactive trading in time. The company shall make a full, in-depth and detailed analysis, explanation and reply to the investors’ questions about the disclosed information. For important or general questions and answers, the company shall sort them out and publish them in a prominent way.
When publishing information on the interactive platform, the company shall be cautious, objective and based on facts to ensure the authenticity, accuracy, integrity and fairness of the published information, shall not use exaggerated, promotional and misleading language, shall not mislead investors, and shall fully remind the possible major uncertainties and risks of relevant matters. 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.
The company shall be cautious, objective and based on facts when publishing information on the interactive platform and answering questions related to the concept of market hot spots and sensitive issues. It shall not use the interactive platform to cater to market hot spots or improperly associate with market hot spots, deliberately exaggerate the impact of relevant events on the company’s production, operation, R & D, sales and development, or improperly affect the price of the company’s shares and their derivatives.
Article 24 once the company releases the major information required to be disclosed by laws, regulations and normative documents in any way during investor relations activities, it shall report to Shenzhen Stock Exchange in time and make formal disclosure before the opening of the next trading day.
Chapter V responsibilities and others
Article 25 If the company and its directors, supervisors, senior managers, shareholders, actual controllers and other relevant information disclosure obligors violate the provisions of this system in research, communication, interview, publicity, promotion and other activities, they shall bear corresponding responsibilities.
Article 26 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, the company’s information disclosure management system and investor relations management system; In case of any conflict between the company’s articles of association, rules and regulations or the laws, regulations and procedures of the company after the promulgation of the revised articles of association, rules and regulations or documents, it shall be implemented in accordance with the laws, regulations and procedures of the company.
Chapter VI supplementary provisions
Article 27 the board of directors of the company shall be responsible for the interpretation of this system.
Article 28 the system shall come into force and be implemented from the date of deliberation and approval by the board of directors of the company.
