Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Investor relations management system
(revised 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), standardize the management of the company’s investor relations, fully communicate with investors and potential investors (hereinafter referred to as “investors”), enhance investors’ understanding and recognition of the company, promote the benign interactive relationship between the company and investors, and improve the company’s integrity Core competitiveness and sustainable development ability further improve the corporate governance structure. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the stock listing rules of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association), and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 investor relations management refers to the important work of the company to strengthen communication with investors and potential investors through various forms of investor relations activities, 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 Secretary of the board of directors of the company is the person in charge of investor relations management, and the securities management center is the functional department of investor relations management. The staff of investor relations management of the company shall have the professional knowledge necessary to perform their duties and have good professional quality.
The company shall regularly conduct systematic training on investor relations management for controlling shareholders, actual controllers, directors, supervisors, senior managers and relevant personnel to enhance their understanding of relevant laws and regulations, relevant provisions of Shanghai Stock Exchange and rules and regulations of the company.
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.
Article 4 the investor relations management of the company shall objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and earnestly carry out investor education activities. Actively cooperate with the implementation of the Securities Law on the representative litigation, shareholding exercise and support litigation of investor protection institutions, support and participate in the exercise and protection of rights of insurance institutions, expand and establish a variety of communication mechanisms and channels for investors, and guide investors to establish a rational investment concept in various forms. Article 5 when carrying out investor relations management, the company and its directors, supervisors, senior managers and staff shall strictly review the information transmitted to the outside world, abide by the relevant provisions of laws and regulations, 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:
（1） Disclose or divulge material information that has not been publicly disclosed;
（2） Publishing false or misleading contents and making exaggerated publicity and misleading tips;
（3） Make expectations or commitments on the prices of the company’s shares and their derivatives;
（4） Engaging in acts of discrimination, contempt and other unfair treatment of minority shareholders;
（5） Engage in other illegal acts in violation of information disclosure rules or suspected of manipulating the securities market and insider trading.
Chapter II purpose and basic principles of investor relations management
Article 6 the purpose of investor relations management:
（1） Promote the benign relationship between the company and investors, and enhance investors’ further understanding and familiarity with the company;
（2） Establish a stable and high-quality investor base and obtain long-term market support;
（3） Form a corporate culture of serving and respecting investors;
（4） Promote the investment concept of maximizing the overall interests of the company and increasing the wealth of shareholders; （5） Increase the transparency of corporate information disclosure and improve corporate governance.
Article 7 basic principles of investor relations management:
(I) principle of full disclosure of information. In addition to mandatory information disclosure, the company shall also take the initiative to disclose other relevant information concerned by investors, so as to fully ensure investors’ right to know and their legitimate rights and interests;
(II) principle of compliance information disclosure. The company abides by national laws and regulations and the provisions of securities regulatory authorities and Shanghai Stock Exchange on information disclosure to ensure that the information disclosure is true, accurate, complete, concise, clear and easy to understand; When carrying out investor relations work, pay attention to the confidentiality of unpublished information and other internal information. In case of disclosure, the company shall disclose it in time according to 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 to 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.
Chapter III forms and requirements of investor relations management
Article 8 the company can establish a major event communication mechanism with investors through the company’s official website, the website of Shanghai Stock Exchange, the Shanghai Stock Exchange e interactive platform, new media platform, telephone, fax, email, investor education base and other forms, such as shareholders’ meeting, investor briefing, roadshow, investor research, securities analyst research and so on.
Article 9 the company may set up an investor relations management column on the official website to publish and update information related to investor relations management.
Article 10 the company shall provide convenience for small and medium-sized shareholders and institutional investors to visit, discuss and communicate at the company’s 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 11 the company shall earnestly fulfill the primary responsibility for handling investors’ complaints, establish and improve the complaint handling mechanism, and respond to and properly handle investors’ demands according to law.
Article 12 the company shall take the initiative to pay attention to the information collected by the SSE e interactive platform and the reports of other media on the company, pay full attention to and perform the information disclosure obligations caused or likely to be caused by the media reports of the company according to law.
The company shall regularly summarize and publish the records of investor relations activities such as investor briefing, securities analyst research, roadshow and so on through the “release of listed companies” column of Shanghai Securities e interactive platform. The activity record shall at least include the following contents:
（1） Participants, time, place and form of the activity;
（2） Specific content and Q & A records;
（3） A statement on whether this activity involves major information that should be disclosed;
（4） Attachments such as presentations and documents provided during the activity (if any); （5） Other contents required by Shanghai Stock Exchange.
Chapter IV investor briefing
Article 13 Where a company holds an investor briefing meeting, it shall adopt a method convenient for investors to participate. If it is held on site, it shall be broadcast live through the Internet and other channels at the same time. 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 14 the personnel of a listed company participating in the investor briefing shall include the chairman (or general manager), the person in charge of finance, at least one independent director and the Secretary of the board of directors. The Secretary of the board of directors of the company is the specific person in charge of the investor briefing meeting, and is specifically responsible for formulating and implementing the work plan for convening the investor briefing meeting.
Article 15 in addition to performing the obligation of information disclosure in accordance with the law, the company shall actively hold an investor briefing meeting to introduce the situation, answer questions and listen to suggestions to investors. Under the following circumstances, the company shall hold an investor briefing meeting in accordance with relevant regulations:
（1） The cash dividend level of the company in the current year does not meet the relevant provisions, and the reasons need to be explained; （2） The company terminates the reorganization after disclosing the reorganization plan or reorganization report;
（3） The company’s securities trading has abnormal fluctuations specified in relevant rules, and the company finds that there are undisclosed major events after verification;
（4） Major events related to the company are highly concerned or questioned by the market;
（5） After the disclosure of the annual report, the company shall hold an annual report performance explanation meeting in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange;
（6） Other circumstances where an investor briefing meeting should be held in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange.
Article 16 the company shall actively hold a performance explanation meeting after the disclosure of the periodic report to explain the industry status, development strategy, production and operation, financial status, management and use of raised funds, existing risks and difficulties and other contents concerned by investors, so as to help investors understand the company.
Chapter V investor research
Article 17 when the company accepts the research of institutions and individuals engaged in securities analysis, consulting and other securities services, institutions and individuals engaged in securities investment (hereinafter referred to as research institutions and individuals), it shall properly carry out the relevant reception work and perform the corresponding information disclosure obligations according to the regulations.
Article 18 companies, research institutions and individuals shall not use research activities to engage in market manipulation, insider trading or other illegal acts.
Article 19 the controlling shareholders, actual controllers, directors, supervisors, senior managers and other employees of the company shall inform the Secretary of the board of directors before accepting the investigation. In principle, the Secretary of the board of directors shall participate in the investigation in the whole process.
Article 20 for direct communication between the company and research institutions and individuals, in addition to being invited to participate in the investment strategy analysis meeting held by the Research Institute of securities companies and other institutions, the company shall also require the research institutions and individuals to issue unit certificates, ID cards and other materials, and require them to sign a letter of commitment.
The letter of commitment shall at least include the following contents:
（1） Do not inquire into the material information not disclosed by the company, and do not communicate or inquire with personnel other than the designated personnel of the company without the permission of the company;
（2） Do not disclose the unpublished material information obtained unintentionally, and do not use the obtained unpublished material information to buy or sell or suggest others to buy or sell the company’s shares and their derivatives;
（3） Do not use unpublished material information in research reports, press releases and other documents such as investment value analysis reports, unless the company discloses the information at the same time;
（4） If profit forecast and stock price forecast are involved in research reports such as investment value analysis report, indicate the source of data, and do not use subjective assumptions and data lacking factual basis;
（5） Inform the company before the investment value analysis report and other research reports, press releases and other documents are released or used;
（6） Clarify the responsibility for breach of commitment.
Article 21 the company shall form written research records on the research process and communication contents, and the personnel participating in the research and the Secretary of the board of directors shall sign for confirmation. If qualified, the investigation process can be recorded and videotaped.
The company shall establish a post verification procedure for accepting the investigation, clarify the response measures and treatment process for the disclosure of undisclosed major information, and require the investigation institutions and individuals to inform the company of the investment value analysis report and other research reports, press releases and other documents formed based on communication before release or use.
If the company finds that there are errors and misleading records in the documents mentioned in the preceding paragraph during verification, it shall require them to correct. If the other party refuses to correct, the company shall make a public announcement in time to explain; If it is found that the above-mentioned documents involve unpublished material information, it shall immediately report to the Shanghai Stock Exchange and make an announcement. At the same time, it is required that the research institutions and individuals shall not disclose the information before the formal announcement of the company, and clearly inform them that they shall not buy or sell or suggest others to buy or sell the company’s shares and their derivatives during this period.
Article 22 the company’s acceptance of research and interview by news media and other institutions or individuals shall be implemented with reference to the provisions of this chapter.
Article 23 the controlling shareholders and actual controllers of the company shall accept the investigation and interview related to the company with reference to the provisions of this chapter.
Chapter VI SSE e interactive platform
Article 24 the company shall pay full attention to the relevant information of the SSE e interactive platform and pay attention to and strengthen the interaction and exchange with investors. The Secretary of the board of directors of the company shall organize the securities affairs management center to check the inquiries, complaints and suggestions of investors in time and reply.
Article 25 if investors ask more questions or the company considers important questions, the company shall summarize and sort them out, and submit the questions and answers to the “hot questions” column of Shanghai Securities e interactive platform for display.
Article 26 the company can hold “SSE e interview” on a regular basis through the SSE e interactive platform, and the chairman, general manager, Secretary of the board of directors, financial person in charge or other relevant personnel of the company can openly interact and communicate with all kinds of investors.
Article 27 when publishing information on the SSE e interactive platform, the company shall be cautious, objective, based on facts, ensure the authenticity, accuracy, integrity and fairness of the information published, shall not use exaggerated, propaganda and misleading language, shall not mislead investors, and shall fully remind the possible major uncertainties and risks of relevant matters. Once the relevant documents are published on the SSE e interactive platform, they shall not be withdrawn or replaced in principle. If a listed company finds that there are errors or omissions in the published documents, it shall publish the corrected documents in time, and apply to the SSE e interactive platform to add notes to the corrected document name to distinguish the documents before and after correction. Article 28 the information disclosure of the company shall be subject to the content disclosed through qualified media, and the unpublished major information shall not be disclosed through the Shanghai Securities e interactive platform. The information published on the SSE e interactive platform shall not conflict with the information disclosed according to law.
Article 29 Where the disclosed matters are involved, the company may give a full and detailed explanation and reply to the investors’ questions. Where undisclosed matters are involved or may be involved, the company shall inform investors to pay attention to the information disclosure announcement of listed companies, and shall not disclose or disclose undisclosed material information in the form of interactive information. If the company divulges unpublished major information through the SSE e interactive platform, it shall immediately disclose it through the designated information disclosure media
