Vanfund Urban Investment&Development Co.Ltd(000638)
Investor relations management system
Chapter I General Provisions
Article 1 in order to further strengthen the information communication between the company and investors and potential investors (hereinafter referred to as “investors”), deepen investors’ understanding and recognition of the company, promote the benign relationship between the company and investors, establish the integrity of the company among the investing public, and enhance the technical and capital value of the company, so as to improve the corporate governance structure and improve the core competitiveness of the company, To maximize the value of the company and the interests of shareholders and effectively protect the interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines on the relationship between listed companies and investors issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the stock listing rules of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange and other laws This system is formulated in accordance with laws and regulations, the articles of association, the management system of information disclosure and other relevant provisions.
Article 2 investor relationship refers to the relationship between the company and its equity, creditor’s rights investors or potential investors. Article 3 investor relations management refers to the company’s interactive communication, appeal handling, information disclosure and protection of shareholders’ rights, strengthen the communication with investors and potential investors, and enhance investors’ understanding and recognition of the company, so as to improve the level of corporate governance and the overall value of the enterprise, and form a corporate culture of respecting, respecting and rewarding investors.
Chapter II objectives and principles of investor relations management
Article 4 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 basic principles of investor relations management
(I) compliance principle. The company shall actively manage investor relations on the basis of complying with relevant laws and regulations and disclosing information truthfully, accurately, completely, timely and fairly.
(II) initiative principle. The company shall actively carry out investor relations management activities, listen to the opinions and suggestions of investors and respond to the demands of investors in a timely manner.
(III) principle of equality. The company shall treat all investors equally in investor relations management, especially create opportunities for small and medium-sized investors to participate in investor relations management activities.
(IV) the principle of honesty and trustworthiness. In the investor relations management activities, the company should pay attention to integrity, abide by the bottom line, be responsible and responsible, and cultivate a healthy and good market ecology.
Chapter III contents and methods of investor relations management
Article 6 the work contents of investor relations management mainly include:
(I) statutory information disclosure and its description;
(II) development strategy of the company;
(III) operation and management information of the company;
(IV) major events specified in the securities law of the people’s Republic of China occur in the company;
(V) environmental protection, social responsibility and corporate governance information of the company;
(VI) corporate culture construction;
(VII) ways, means and procedures for the exercise of shareholders’ rights;
(VIII) information demanded by investors;
(IX) other relevant information.
Article 7 the ways of communication between the company and investors include but are not limited to:
(I) announcements, including regular reports and interim reports;
(II) general meeting of shareholders, reception and visit, discussion and exchange;
(III) the company’s website, special e-mail and investor interaction platform;
(IV) performance presentation meeting, analyst meeting or roadshow;
(V) one to one communication;
(VI) mailing materials;
(VII) telephone consultation;
(VIII) new media platform;
(IX) media interviews and reports;
(x) site visit;
（11） Other legal and effective ways.
Article 8 the information that should be disclosed in accordance with laws and regulations and the provisions of the CSRC and Shenzhen Stock Exchange shall be timely published on the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the CSRC. The company shall not disclose information in other public media before the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the CSRC, It is not allowed to replace the company’s announcement in other forms such as press release or answering reporters’ questions. 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.
Article 9 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. The investor presentation includes performance presentation, cash dividend presentation, major event presentation, etc. In general, the chairman and general manager should attend the investor briefing.
In case of any of the following circumstances, the listed company shall hold an investor explanation 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) there are abnormal fluctuations in the company’s securities trading as stipulated 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 timely hold an annual report performance explanation meeting in accordance with the provisions of the CSRC and the stock exchange to explain the industry status, development strategy, production and operation, financial status, dividends, risks and difficulties and other contents concerned by investors;
(VI) other circumstances where an investor briefing meeting should be held in accordance with the provisions of the CSRC and the stock exchange.
The company shall make a public announcement in advance when holding the investor briefing meeting, and timely disclose the information of the briefing meeting afterwards.
Article 10 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. The company shall publish the company’s website and consultation telephone number in the periodic report. When the website or consultation telephone number is changed, the company shall make an announcement in time.
Article 11 the company shall give full consideration to the time and place of the general meeting of shareholders, provide convenience for shareholders, especially small and medium-sized shareholders, to attend the general meeting of shareholders, and provide necessary time for investors to speak, ask questions and communicate with directors, supervisors and senior managers of the company. The general meeting of shareholders shall provide online voting.
Article 12 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.
The company shall assume the primary responsibility for handling investors’ complaints, improve the complaint handling mechanism and properly handle investors’ demands.
Disputes between the company and investors may be settled through consultation, apply to mediation organizations for mediation, apply to arbitration institutions for arbitration, or bring a lawsuit to the people’s court.
Chapter IV Organization and implementation of investor relations management
Article 13 the chairman of the company is the first person responsible for the management of investor relations of the company, and the Secretary of the board of directors is the business director of the management of investor relations of the company. The office of the board of directors is the functional department of investor relations management of the company, which is led by the Secretary of the board of directors and is responsible for the management of investor relations of the company. The company and its directors, supervisors and senior managers shall provide convenience for the Secretary of the board of directors to perform his duties.
Article 14 the responsibilities of investor relations management include:
(I) formulate investor relations management system;
(II) organize timely and proper handling of investor consultation, complaints and suggestions, and regularly feed back to the board of directors and management of the company;
(III) manage, operate and maintain relevant channels and platforms for investor relations management;
(IV) organize investor relations management activities to communicate with investors;
(V) statistical analysis of the number, composition and changes of the company’s investors;
(VI) carry out other activities conducive to improving investor relations.
Article 15 the company and its directors, supervisors, senior managers and staff shall not be under the following circumstances in the management activities of investor relations:
(I) disclose or release the information of major events that have not been publicly disclosed;
(II) contain false or misleading contents and make exaggerated publicity and misleading tips;
(III) make expectations or commitments on the company’s securities price;
(IV) unfair treatment of minority shareholders such as discrimination and contempt;
(V) other violations of information disclosure rules or suspected of manipulating securities prices.
Article 16 the investor relations management department is the company’s window to investors and represents the company’s image among investors. Employees 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.
Article 17 when conducting investor relations activities, the company shall establish a complete investor relations management file system. The investor relations management file shall at least include the following contents:
(I) participants, time and place of investor relations activities;
(II) exchange contents of investor relations activities;
(III) handling process and accountability of undisclosed major information disclosure (if any);
(IV) other contents.
The investor relations management archives shall be classified according to the way of investor relations management, and the relevant records, on-site recordings, presentations, documents (if any) provided in the activities and other documents shall be archived and properly kept for a period of not less than 3 years.
Article 18 the company may employ a professional investor relations institution to assist in the implementation of investor relations when it deems it necessary and conditional.
Article 19 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.
Chapter V supplementary provisions
Article 20 matters not covered in this system shall be implemented in accordance with relevant laws, administrative regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 21 the power of interpretation of this system belongs to the board of directors of the company and shall be implemented from the date of adoption by the board of directors of the company.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 2002
