Estun Automation Co.Ltd(002747)
Investor relations management system
(March 2022)
Chapter I General Provisions
Article 1 in order to standardize the investor relations management of Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company"), further strengthen the information communication with investors, improve the corporate governance structure, effectively protect the legitimate rights and interests of investors, especially public investors, and promote the establishment of long-term and stable good relations between the company and investors, 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 securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guidelines for the relationship between listed companies and investors, the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions.
Article 2 investor relations management refers to the important work of the company to strengthen communication with investors and potential investors through full 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 in carrying out investor relations management, the company shall embody the principles of fairness, impartiality, openness and objectivity, treat all investors equally, and ensure that all investors enjoy the right to know and other legitimate rights and interests.
Article 4 the purpose of investor relations management is:
(I) form an effective two-way communication mechanism between the company and investors, promote the establishment of good relations between the company and investors, and enhance investors' understanding of 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 concept 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 5 the basic principles of investor relations management 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 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) principle of equality: the company shall follow the principle of "openness, fairness and impartiality", treat all investors equally and avoid selective information disclosure.
(IV) 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: adopt advanced technical means to improve communication efficiency and reduce communication cost.
(VI) interactive communication principle: the company shall actively listen to the opinions and suggestions of investors, realize two-way communication between the company and investors, and form a benign interaction.
Article 6 when carrying out investor relations activities, the company shall pay attention to the confidentiality of unpublished information and internal information to prevent disclosure and related insider trading. Unless expressly authorized and trained, directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities.
Chapter II Contents and methods of investor relations management
Article 7 working objects of investor relations management:
(I) investors (including registered and potential investors);
(II) financial media, industry media and other relevant media;
(III) securities regulatory authorities and other relevant government departments;
(IV) other relevant individuals and institutions.
Article 8 the main contents of communication between the company and investors in investor relations management include:
(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) other information that the company can disclose in operation, management, finance and operation process according to law, including but not limited to: production and operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, major investment, external guarantee, major contract, related party transaction, major litigation or arbitration, change of management and change of major shareholders;
(IV) corporate culture construction;
(V) other relevant information of the company.
Article 9 the communication methods between the company and investors mainly include but are not limited to:
(I) announcements, including regular reports and temporary announcements;
(II) convening the general meeting of shareholders;
(III) the company's website;
(IV) one to one communication;
(V) mailing materials;
(VI) telephone consultation;
(VII) advertisements, leaflets or other promotional materials;
(VIII) site visit;
(IX) other ways in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 10 the information to be disclosed by the company must be published on the website designated by the company for information disclosure at the first time. If necessary, the information can also be disclosed on the newspaper designated by the CSRC.
The information disclosed by the company in other public media shall not precede the designated newspaper and designated website, 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 11 the company shall enrich and timely update the content of the company's website, and distinguish the historical information from the current information with obvious signs. The company can place the relevant information concerned by investors, such as news release, company profile, business products or services, legal information disclosure materials, investor relations contact methods, special articles and so on, on the company's website.
Article 12 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 13 the company shall communicate with investors in a timely, in-depth and extensive manner as much as possible, and pay special attention to using the Internet to improve the efficiency of communication and reduce the cost of communication.
Article 14 the company shall communicate with investors through the interactive platform of investor relations of the exchange (hereinafter referred to as "interactive trading"), appoint or authorize the Secretary of the board of directors or securities affairs representative to check the investor's questions received on the interactive trading, and deal with the relevant information of the interactive trading in a timely manner in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange of the exchange.
Article 15 the company shall conduct a full, in-depth and detailed analysis, explanation and reply to the investors' questions about the disclosed information through interaction. For important or general questions and answers, the company shall sort them out and publish them in a prominent way.
The company's behavior of publishing information or answering investors' questions in the interactive easy can not replace the due obligation of information disclosure. The company shall not answer investors' questions involving or possibly involving undisclosed material information in the interactive easy.
The company's response to interactive trading shall be cautious, objective and based on facts. It shall not use interactive trading platform to cater to market hot spots and affect the company's share price.
Chapter III Organization and implementation of investor relations management
Article 16 the board of directors is the decision-making body of the company's investor relations management. It is responsible for formulating the system of investor relations management and inspecting and verifying the implementation and operation of investor relations management.
Article 17 the Secretary of the board of directors is the person in charge of the company's investor relations management. The Securities Investment Department 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.
Employees engaged in investor relations management must have the following qualities:
(I) have a comprehensive understanding of all aspects of the company;
(II) have good knowledge structure and professional quality, and be familiar with corporate governance, financial accounting and other relevant laws, regulations and securities market operation mechanism;
(III) good communication and coordination skills;
(IV) have good conduct, honesty and credibility.
Article 18 the main responsibilities of the investor relations management department include:
(I) information communication: timely and accurately disclose information in accordance with laws, regulations, requirements of CSRC and Shenzhen Stock Exchange and relevant provisions on investor relations management; According to the actual situation of the company, answer the inquiries of investors by means of telephone, e-mail, fax and receiving visits.
(II) regular report: including the preparation, printing and submission of annual report, interim report and quarterly report.
(III) preparatory meeting: prepare annual general meeting, extraordinary general meeting and board meeting, and prepare meeting materials.
(IV) 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.
(V) media cooperation: strengthen cooperation with financial media and arrange interviews and reports of directors, senior managers and other important personnel of the company.
(VI) 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.
(VII) construction of network information platform: set up investor relations management column on the company's website to disclose the company's information online to facilitate investors' inquiry.
(VIII) crisis management: put forward effective solutions quickly after the occurrence of crises such as litigation, arbitration, major reorganization, changes in key personnel, substantial fluctuations in profits, changes in stock transactions, natural disasters and so on.
(IX) other work conducive to improving investor relations.
Article 19 the company shall set up a special line for investors' consultation telephone and fax. The consultation telephone shall be in the charge of a specially assigned person familiar with the situation to ensure that the line is unblocked and carefully answered during working hours. When the consultation telephone number of the company's investors is changed, the changed consultation telephone number shall be announced in time.
Article 20 the securities investment department shall assign special personnel to receive investors. Before receiving the visitors, the visitors should be invited to cooperate with the investors and visitors to make the file records, and the visitors should sign the relevant letter of commitment to establish a standardized investor visit file.
Article 21 for the media publicity and promotion of the company's business, the relevant business departments of the company shall provide samples, which can be released only after being reviewed by the Secretary of the board of directors.
Article 22 the Secretary of the board of directors shall take the initiative to submit the written report of the company to the public for review in advance.
Article 23 in terms of public relations maintenance, the company shall establish a good communication relationship with the securities regulatory authorities, stock exchanges and other relevant departments, timely solve the problems concerned by the securities regulatory authorities and stock exchanges, convey relevant opinions to the directors, supervisors and senior managers of the company, and strive to establish a good communication and cooperation relationship with other listed companies.
Article 24 other functional departments, subsidiaries 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 investor relations without affecting the production and operation and disclosing trade secrets.
Article 25 Where the company invests to entrust analysts or other independent institutions to publish the investment value analysis report, the words "this report is entrusted by the company" shall be indicated in a prominent position when publishing the investment value analysis report.
Article 26 the company shall hold an annual report explanation meeting within one month after the disclosure of the annual report. The chairman (or general manager), chief financial officer, independent director (at least one) and Secretary of the board of directors shall attend the explanation meeting. The meeting includes the following contents:
(I) the situation, development prospect and existing risks of the company's industry;
(II) the company's development strategy, production and operation, use of raised funds, and development of new products and technologies; (III) the company's financial status, operating performance and its change trend;
(IV) difficulties, obstacles or possible losses of the company in business, marketing, technology, finance, investment direction of raised funds and development prospects;
(V) other issues concerned by investors.
The company shall issue the notice of holding the annual report explanation meeting at least two trading days in advance, including 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 27 the company shall train the employees of the company, especially the directors, supervisors, senior managers, department heads and the heads of the company's holding subsidiaries in the relevant knowledge of investor relations management in an appropriate form. When carrying out major investor relations promotion activities, special training activities shall also be held.
Article 28 the company shall establish a complete file system for investor relations activities, and the file of investor relations activities shall at least include the following contents:
(I) participants, time and place of investor relations activities;
(II) contents discussed in investor relations activities;
(III) handling process and responsibility bearing of undisclosed major information disclosure (if any);
(IV) other contents.
Article 29 before the performance presentation and roadshow, the company shall determine the range of questions that can be answered in advance. If the answer involves unpublished material information, or the answer can infer unpublished material information, the company shall refuse to answer and shall not disclose unpublished material information. After the performance briefing and roadshow, the company shall timely place the main contents on the company's website or disclose them in the form of announcement.
Article 30 within 30 days before the disclosure of the periodic report, the company shall try its best to avoid investor relations activities and prevent the disclosure of undisclosed material information.
Article 31
