Shenzhen Crastal Technology Co.Ltd(300824)
Investor relations management system
Chapter I General Provisions
Article 1 in order to strengthen the management of the investor relations of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as the "company"), improve the corporate governance structure and effectively protect the legitimate rights and interests of investors, especially the public investors, according to the company law of the people's Republic of China, the Securities Law of the people's Republic of China, the guidelines for the work of the relationship between listed companies and investors and the Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the "articles of association"), Formulate this system.
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 purpose of investor relations work is:
(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 4 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 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 When carrying out investor relations work, attention shall be paid to the confidentiality of unpublished information and other internal information.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.
(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.
Article 5 in carrying out the management of investor relations, the company and its directors, supervisors, senior managers and staff shall abide by laws and regulations and other relevant provisions of the stock exchange, reflect the principles of fairness, impartiality and openness, and objectively, truly, accurately and completely introduce and reflect the actual situation of the company. 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.
Chapter II Contents and methods of investor relations
Article 6 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 description, including regular reports and interim 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 7 the company shall communicate with investors through multiple channels and levels, and the communication method shall be as convenient and effective as possible to facilitate the participation of investors.
Article 8 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 in accordance with the regulations.
Article 9 the information disclosed by the company in other public media shall not precede the designated newspapers and designated websites, and shall not replace the company's announcement in other forms such as press release or answering reporters' questions.
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 10 the company shall pay full attention to the construction of network communication platform, set up investor relations column on the company's website, accept the questions and suggestions put forward by investors through e-mail or forum, and reply in time.
Article 11 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 12 the company shall set up a special investor consultation telephone and fax. The consultation telephone shall be in the charge of a special person familiar with the situation to ensure that the line is unblocked and carefully answered during working hours. If there is any change in the consultation telephone number, it shall be announced as soon as possible.
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 13 the company may arrange investors and analysts to visit, discuss and communicate with the company on site.
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 14 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.
Article 15 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.
The company shall hold an annual report explanation meeting within 15 working days after the disclosure of the annual report according to the situation and conditions, so as to truly and accurately introduce the company's development strategy, production and operation, development of new products and technologies, financial status, business performance, investment projects and other aspects to investors.
The company's annual report explanation meeting shall explain the time, mode and main contents of the activities to investors in the form of announcement in advance. The written materials of the annual report explanation meeting shall be published on the company's website for investors to consult.
Article 16 the company may hold roadshows in accordance with relevant regulations when implementing the financing plan.
Article 17 the company may send the company's announcements, including regular reports and interim reports, to investors, analysts and other relevant institutions and personnel.
Article 18 on the premise of complying with the information disclosure rules, the company can establish a communication mechanism with investors on major matters, and fully communicate and negotiate 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. Chapter III Organization and implementation of investor relations
Article 19 the Secretary of the board of directors of the company is responsible for investor relations.
Article 20 as the functional department of investor relations, the Securities Affairs Department of the company is responsible for the company's investor relations affairs.
Article 21 the main responsibilities of investor relations 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 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 22 the company shall establish a good internal coordination mechanism and information collection system. The department or personnel in charge of investor relations shall timely collect the production and operation, finance, litigation and other information of each department and subordinate companies, and all departments and subordinate companies of the company shall actively cooperate.
Article 23 unless expressly authorized, senior managers and other employees of the company shall not speak on behalf of the company in investor relations activities.
Article 24 the company may employ a professional investor relations institution to assist in the implementation of investor relations.
Article 25 the company's personnel engaged in investor relations 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 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 conduct, honesty and credibility.
Article 26 the company may take appropriate measures to train all employees, especially senior managers and heads of relevant departments on relevant knowledge of investor relations. When carrying out major investor relations promotion activities, special training can also be done.
Article 27 Where the relevant major issues of the company are highly concerned or questioned by the market, in addition to timely performing the obligation of information disclosure in accordance with the provisions, the investor briefing meeting shall be held in time. The investor briefing meeting shall meet the following requirements:
(I) the company's investor briefing meeting shall be held in a manner convenient for investors to participate. An announcement shall be issued before the investor briefing meeting to explain the time, mode, place, website, list of attendees and theme of the investor relations activities. In principle, it shall be held in non trading hours;
(II) the company shall open question channels for investors before and during the investor briefing, do a good job in collecting investors' questions, and reply to investors' concerns at the briefing; (III) the company's personnel participating in the investor briefing shall include the company's chairman (or general manager), the person in charge of finance, independent directors and the Secretary of the board of directors. If the company is in the period of continuous supervision, the sponsor representative or the sponsor of independent financial adviser are encouraged to participate.
Chapter IV Protection of investor relations
Article 28 Where the shareholders' meeting or the securities regulatory body is established by the State Council, the shareholders' meeting or the securities regulatory body entrusted by the shareholders' meeting may be the shareholders' meeting or the securities regulatory body entrusted by the shareholders' meeting, or the securities regulatory body entrusted by the shareholders' meeting or the securities regulatory body entrusted by the shareholders' meeting, which has the right to attend the shareholders' meeting or the securities regulatory body on its own, And exercise the rights of shareholders such as proposal right and voting right on behalf of them. The soliciter shall disclose the solicitation documents, and the company shall cooperate. It is prohibited to publicly solicit shareholders' rights with compensation or in a disguised form.
Article 29 If the company causes losses to investors due to fraudulent issuance, false statements or other major illegal acts, the controlling shareholder, actual controller and relevant securities companies of the company may entrust the investor protection institution to reach an agreement with the investors who have suffered losses on compensation and make compensation in advance. After making compensation in advance, it may recover compensation from the issuer and other persons jointly and severally liable according to law.
Article 30 in case of disputes between investors and companies, securities companies, etc., both parties may apply to the investor protection institution for mediation. If an ordinary investor has a securities business dispute with a securities company and an ordinary investor requests mediation, the securities company shall not refuse.
An investor protection institution may support investors to bring a lawsuit to the people's court in accordance with the law for acts that harm the interests of investors.
When performing their duties, the directors, supervisors and senior managers of the company violate laws, administrative regulations or the articles of association, causing losses to the company, and the controlling shareholders and actual controllers of the issuer infringe on the legitimate rights and interests of the company, causing losses to the company. If the investor protection institution holds the shares of the company, it may bring a lawsuit to the people's court in its own name for the interests of the company, The shareholding ratio and shareholding period are not limited by the provisions of the company law.
Chapter V supplementary provisions
Article 31 the system shall come into force on the date when it is deliberated and adopted by the general meeting of shareholders of the company.
Article 32 the board of directors of the company is responsible for the interpretation and modification of this system.
Article 33 for matters not covered in this system or inconsistent with relevant laws and regulations, relevant provisions of regulatory authorities and articles of association, relevant laws and regulations, relevant provisions of regulatory authorities and articles of association shall prevail Shenzhen Crastal Technology Co.Ltd(300824)
