Investment management system
Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Investment management system
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II Contents of investor relations management 5 chapter III person in charge of investor relations management and their responsibilities Chapter IV functional departments of investor relations management and their responsibilities Chapter V investor relations activities and their code of conduct Chapter VI Information Disclosure of investor relations management activities 9 Chapter VII Supplementary Provisions eleven
Chapter I General Provisions
Article 1 in order to promote and improve the governance structure of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company” or “the company”), standardize the management of investor relations, enhance investors’ understanding of the company, strengthen the exchange and communication between the company and the outside world, ensure the fairness of information disclosure, and effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors, according to the company law of the people’s Republic of China This system is formulated in combination with the actual situation of the company, such as the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation”) and other laws, regulations, normative documents, articles of association and other relevant provisions.
Article 2 investor relations management refers to the company’s strengthening communication with investors and potential investors (hereinafter referred to as “investors”) through interactive communication, appeal handling, information disclosure and shareholder rights protection, so as to enhance investors’ understanding and recognition of the company, so as to improve the level of corporate governance and the overall value of the company, and form relevant activities to respect investors, serve investors and repay investors.
Article 3 basic principles of investor relations management:
(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 4 the purpose of investor relations management:
(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 5 in carrying out investor relations management, the company, its directors, supervisors, senior managers and staff shall abide by laws and regulations and other relevant provisions of the 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) the information has not been disclosed through the 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 the company shall strictly review the information communicated to the outside world in the form of informal announcement, and set up review or recording procedures to prevent the disclosure of undisclosed major information.
The above informal announcement methods include: shareholders’ meeting, press conference and product promotion meeting; The company or relevant individuals are interviewed by the media; Issue press releases directly or indirectly to the media; Website and internal publications of the company (including subsidiaries); Social media such as blog, microblog and wechat of directors, supervisors or senior managers; Communicate with specific investors in writing or orally; Communicate with securities analysts in writing or orally; Other forms of external publicity and reports of the company; Other forms recognized by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 7 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.
Chapter II Contents of investor relations management
Article 8 working objects of investor relations management:
(I) investors (including registered investors and potential investors);
(II) securities analysts and industry analysts;
(III) news media;
(IV) securities regulatory authorities and other relevant regulatory bodies
(V) other relevant individuals and institutions.
The specific objects mentioned in this system refer to institutions and individuals that are easier to access the subject of information disclosure than ordinary small and medium-sized investors, have more information advantages, and are likely to use relevant information for securities trading or dissemination of relevant information, including:
(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 or controlling more than 5% of the company’s shares and their affiliates;
(IV) news media, journalists and their affiliates;
(V) other institutions or individuals recognized by Shenzhen Stock Exchange.
Article 9 the communication methods between the company and investors include but are not limited to:
(I) announcement (including periodic report and interim report);
(II) general meeting of shareholders;
(III) analyst meetings, performance presentations and Roadshows;
(IV) one to one communication;
(V) telephone consultation;
(VI) site visit;
(VII) Shenzhen Stock Exchange investor relations interactive platform;
(VIII) company website;
(IX) other methods.
Article 10 on the premise of following the principle of public information disclosure, the contents of communication between the company and investors in investor relations management mainly 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 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.
Chapter III person in charge of investor relations management and their responsibilities
Article 11 the chairman of the company is the first person responsible for investor relations management, the Secretary of the board of directors is the person in charge of investor relations management, and the Secretary of the board of directors is the functional department of investor relations management of the company, which is specifically responsible for investor relations management of the company.
Article 12 the Secretary of the board of directors of the company is responsible for organizing and coordinating the management of investor relations, and planning, arranging and organizing various investor relations management activities under the condition of a comprehensive and in-depth understanding of the company’s operation and management, business status and development strategy. Unless expressly authorized and trained, other directors, supervisors, senior managers and employees of the company shall avoid speaking on behalf of the company in investor relations activities. 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 conduct, honesty and credibility.
(V) accurately grasp the contents and procedures of investor relations management.
Article 13 the Secretary of the board of directors is responsible for organizing a comprehensive and systematic introduction or training of the company’s directors, supervisors, senior managers and relevant personnel on investor relations management, improving their ability to communicate with investors, enhancing their understanding of relevant laws and regulations, business rules and rules, and establishing the awareness of fair disclosure. Article 14 the Secretary of the board of directors and the Secretariat of the board of directors shall continue to pay attention to all kinds of information about the company on the news media and the Internet and feed back to the board of directors and management of the company in time.
Chapter IV functional departments of investor relations management and their responsibilities
Article 15 the Secretariat of the board of directors is the functional department of investor relations management, which specifically performs the responsibilities of investor relations management, mainly including:
(I) information communication: timely, truthful, accurate and complete information disclosure in accordance with the requirements of laws, regulations, listing rules and relevant provisions of investor relations management; According to the actual situation of the company, formulate relevant investor relations activity plans, and communicate with investors through performance briefing, roadshow and other activities; Answer investors’ inquiries through telephone, e-mail, fax, reception and visit, and the interactive platform of Shenzhen Stock Exchange, and timely feed back investors’ opinions and suggestions on the company to the board of directors and other decision-making departments of the company. (II) regular and interim reports: preside over the preparation of annual reports, interim reports, quarterly reports and interim reports, and make timely information disclosure.
(III) meeting preparation: responsible for preparing the annual general meeting of shareholders, extraordinary general meeting of shareholders and the board of directors;
(IV) media cooperation: strengthen the cooperative relationship with financial media, guide the media to report on the company, and arrange the interviews and reports of directors, senior managers and other important personnel of the company.
(V) construction of network information platform: set up investor relations management column on the company’s website, publish the company’s disclosed information on the Internet and maintain it in time to facilitate investors’ inquiry.
(VI) public relations: establish and maintain good public relations with regulatory authorities, stock exchanges, securities registration and settlement companies, industry associations and other relevant departments.
(VII) horizontal communication: responsible for cooperation and communication with investor relations management departments of other listed companies, professional investor relations management consulting companies, financial public relations companies, etc.
(VIII) crisis management: put forward effective solutions quickly after major litigation, arbitration, major reorganization, changes in key personnel, large fluctuations in performance, changes in stock trading, natural disasters and other crises. (IX) archives management: responsible for the establishment and storage of the company’s investor relations management archives. (x) other work: other work conducive to improving investor relations.
Article 16 the directors, supervisors and other senior managers of the company, as well as other functional departments, branches, subsidiaries and all employees of the company shall actively participate in and actively cooperate with the Secretariat of the board of directors in the implementation of investor relations management.
Article 17 the Secretariat of the board of directors shall organize training on relevant knowledge of investor relations management for all employees, especially directors, supervisors, senior managers, department heads and heads of branches and subsidiaries. When carrying out major investor relations promotion activities, special training activities shall also be held. Article 18 the Secretariat of the board of directors shall conduct timely, in-depth and extensive communication with investors through various ways as far as possible, and improve communication efficiency and reduce communication cost by means of Internet and other fast means.
Chapter V investor relations activities and code of conduct
Article 19 within 30 days before the disclosure of the periodic report, the company shall try its best to avoid accepting investor relations activities such as on-site investigation and media interviews, so as to prevent the disclosure of undisclosed major information.
Article 20 the company shall hold an annual report performance explanation meeting within 15 trading days after the disclosure of the annual report to explain the industry status, development strategy, production and operation, financial status, dividends, risks and difficulties of the company and other contents concerned by investors.
Article 21 the company may communicate with any institution or individual on the company’s operation, financial status and other events through performance briefing, analyst meeting, roadshow, investor investigation and other forms, but shall not provide inside information of the company. If the question involves the company’s undisclosed material information or can infer the undisclosed material information, the company shall refuse to answer.
Article 22 before receiving the working objects of investor relations management to the company for on-site visit, discussion and communication, the company shall implement the appointment system, which shall be arranged by the Secretariat of the board of directors, and two or two persons shall be appointed
