Leyard Optoelectronic Co.Ltd(300296)
Visitor reception management system for specific objects
Chapter I General Provisions
Article 1 in order to implement the principles of openness, fairness and impartiality of the securities market, safeguard the legitimate rights and interests of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”) and investors, standardize the company’s external reception, strengthen the company’s external reception and communication with the outside world, promote the company’s integrity, self-discipline and standardized operation, and improve the management level of the company’s investor relations, This system is formulated in accordance with the company law of the people’s Republic of China, 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. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations and normative documents, as well as the provisions of Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the reception of specific visitors of the company shall strictly abide by the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant business rules of Shenzhen Stock Exchange.
Article 3 the reception of specific visitors of the company shall adhere to the principles of fairness, impartiality and openness, and ensure that all investors enjoy the right to know and other legitimate rights and interests equally.
Article 4 the major information mentioned in this system refers to the information that should be disclosed in accordance with laws and regulations, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and other relevant provisions of Shenzhen Stock Exchange, Information that may or has had a great impact on the trading price or investment decision of the listed company’s shares and their derivatives. Including but not limited to the following information:
(I) information related to the company’s performance, profit distribution and other matters, such as financial performance, profit forecast, profit distribution and conversion of capital reserve into share capital;
(II) information related to the company’s acquisition and merger, asset reorganization and other matters;
(III) information related to the company’s stock issuance, repurchase, equity incentive plan and other matters;
(IV) information related to the company’s business matters, such as the development of new products and inventions, the conclusion of major business plans in the future, the approval of patents and government departments, and the signing of major contracts;
(V) information related to major litigation and arbitration matters of the company;
(VI) information related to transactions and related party transactions that should be disclosed;
(VII) relevant information of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other matters to be disclosed as stipulated by Shenzhen Stock Exchange.
Article 5 The term “specific objects” as mentioned in this system refers to institutions or individuals with easier access to information disclosure subjects and more information advantages than ordinary small and medium-sized investors, who may use undisclosed major information for trading, including but not limited to:
(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 more than 5% (including 5%) of the total share capital of the company and their affiliates;
(IV) news media, journalists and their affiliates;
(V) other institutions or individuals recognized by Shenzhen Stock Exchange.
Article 6 the visit of specific objects mentioned in this system refers to the research, one-to-one communication, one to many communication, on-site visit, analyst meeting, roadshow and performance briefing, news interview and other activities of specific objects in Article 5 above.
Article 7 when receiving visitors from specific objects, the company shall pay attention to the confidentiality of unpublished major information and avoid selective information disclosure.
Article 8 unless expressly authorized, employees of the company shall not speak on behalf of the company in the reception of specific visitors.
Chapter II purpose and basic principles
Article 9 the purpose of formulating this system is to standardize the behavior of the company in receiving research, interview, communication or external publicity, promotion and other activities, increase the transparency and fairness of the company’s information disclosure, improve the corporate governance structure, and enhance the understanding and support of the capital market for the company.
Article 10 the company’s reception of specific visitors shall follow the following basic principles:
(I) principles of fairness, impartiality and openness: the relevant personnel of the company shall strictly follow the principles of fairness, impartiality and openness in the reception work, shall not implement differential treatment policies, and shall not disclose, disclose or disclose non-public material information to specific objects selectively, privately or by implication.
(II) principle of honesty and trustworthiness: the relevant personnel of the company shall be objective, true and accurate in the reception work, and shall not have false publicity or misleading statements, exaggeration or devaluation.
(III) confidentiality principle: the relevant personnel of the company shall not disclose, disclose or divulge non-public major information to the other party without authorization during the reception work, and shall not publish non-public major information in the company’s internal journals or networks. (IV) principle of compliance information disclosure: the company shall abide by national laws and regulations and the provisions of securities regulatory authorities on information disclosure of listed companies, and ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure in the process of reception.
(V) principle of high efficiency and low consumption: the company’s reception work should improve work efficiency and reduce reception costs. Receptionists should wear formal clothes and use standard language.
(VI) interactive communication principle: the company will actively listen to the opinions and suggestions of visitors, realize two-way communication and form benign interaction.
Chapter III communication contents in reception of specific visitors
Article 11 in the reception of specific visitors, the communication between the company and the visitors mainly includes the following information:
(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) the operation and management information publicly disclosed by the company and its description, including production and operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, etc;
(IV) the major events publicly disclosed by the company and their explanations, including the company’s major investment and changes, asset restructuring, mergers and acquisitions, foreign cooperation, 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 that the company can disclose according to law and information that has been publicly disclosed.
Chapter IV department setting and responsibility division of specific object visit reception
Article 12 the Securities Department of the company is the full-time department for receiving visitors.
Article 13 the Secretary of the board of directors shall assign special personnel to receive the specific visitors. Before the reception, the securities department shall ask the other party to provide the purpose of the visit and the outline of the questions to be consulted, and make an appointment registration (see Annex 2). After being approved by the Secretary of the board of directors, the securities department shall submit the materials to relevant departments for preparation, and coordinate and organize the reception. The securities department shall be responsible for the reception of specific visitors and jointly complete it under the guidance of the Secretary of the board of directors.
Article 14 research reports, press releases and other documents formed by specific objects based on research or interviews with the company shall be notified to the company before being released or used. The company shall carefully check the investment value analysis report and other research reports, press releases and other documents notified by the specific object, and reply to the specific object within two working days. If the company finds errors and misleading records in the documents mentioned in the preceding article during the verification, it shall require them to make corrections. If the other party refuses to make corrections, the company shall make a public announcement in a timely manner; If it is found that the above-mentioned documents involve unpublished material information, it shall immediately report to the Shenzhen 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.
Chapter V reception activities for specific visitors
Article 15 the company shall earnestly receive the visits of specific objects in accordance with the relevant requirements of laws, regulations and the company’s rules and regulations.
Article 16 the company shall treat all investors equally in the reception of specific visitors, so as to create a good way for small and medium-sized investors to obtain the company’s information fairly. If the company provides information related to the disclosed information to specific objects such as institutional investors, analysts or news media, if other investors also put forward the same requirements, the company shall provide it equally.
Article 17 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 interview and research of specific objects, and the Secretary of the board of directors shall properly arrange the interview or research process and participate in the whole process. The interviewees or investigators shall form a written record of the investigation process and communication contents, and jointly sign with the interviewees or investigators for confirmation. The Secretary of the board of directors shall sign for confirmation.
Article 18 when institutional investors, analysts, news media and other specific objects come to the company for on-site visit, discussion and communication, the company shall reasonably and properly arrange the visit process to make the visitors understand the business and operation of the company. At the same time, attention shall be paid to avoid giving the visitors the opportunity to obtain the important information not disclosed by the company during the visit. Article 19 it is necessary for the company to provide necessary training and guidance to relevant reception personnel in advance.
Article 20 in order to avoid selective information disclosure in visiting reception activities, the company may publish relevant audio-visual and written records on the company’s website, and may also invite news agencies to participate in and report.
Article 21 during the visit reception activities, the relevant reception personnel of the company shall pay attention to the authenticity and accuracy of the answer when answering the other party’s questions, and try to avoid using predictive words.
Article 22 the company can provide reception and other facilities for the investigation, research and interview of specific objects, but does not provide subsidies for their work. In principle, the company shall bear the relevant expenses for the inspection of specific objects, and the company will not give high gifts to visitors.
Article 23 institutional investors, analysts, news media and other specific objects shall make an appointment in advance by telephone, e-mail or fax (see Annex 1) before visiting, interviewing and investigating the company. After the company agrees, the visitors shall fill in the appointment registration form (see Annex 2) and sign the letter of commitment (see Annex 3).
Article 24 the relevant reception personnel of the company shall form a written record of the on-site visit, interview, research process and meeting content of the specific object, sign and confirm with the specific object, and the Secretary of the board of directors shall sign and confirm at the same time. All visiting materials shall be filed and retained by the securities department.
Article 25 the company shall try its best to avoid accepting on-site investigation and media interview of specific objects within 30 days before the disclosure of annual report and semi annual report.
Article 26 once the company releases the major information that should be disclosed according to law in any way during the reception of specific visitors, it shall report to Shenzhen Stock Exchange in time and make formal disclosure before the opening of the next trading day.
Article 27 before the performance presentation meeting and analyst meeting, the company shall determine the range of answers to the questions of investors and analysts. If the questions answered involve undisclosed material information, or the questions answered can infer undisclosed material information, the company shall refuse to answer.
Article 28 within two trading days after the conclusion of investor relations activities such as performance description meeting, analyst meeting and roadshow, the company shall prepare a record form of investor relations activities, and publish the form and the annexes (if any) such as presentations and documents used in the process of the activities on the website designated by the Shenzhen stock exchange through the business area of listed companies of Shenzhen Stock Exchange, as well as on the website of the company.
Article 29 the Secretary of the board of directors shall be responsible for receiving analysts, personnel of securities service institutions, news media and other specific objects on site. The Securities Department of the company is responsible for confirming the identity of investors, analysts and personnel of securities service institutions (by querying the public information of the Securities Industry Association and verifying the identity certificate), and keeping the letter of commitment, identity certificate and other relevant documents. The company shall send more than two people to accompany the visit, and a specially assigned person shall answer the questions of the visitors.
Article 30 the company’s reception personnel and non legally authorized personnel who violate the provisions of this system and cause major damage or loss to the company shall bear corresponding responsibilities; Those who violate the law shall be investigated for legal responsibility according to law.
Article 31 Where the directors, supervisors, senior managers, shareholders, actual controllers and other relevant information disclosure obligors of the company violate the provisions of this system in the activities of investigation, communication, interview, publicity and promotion, they shall bear corresponding responsibilities.
Chapter VI supplementary provisions
Article 32 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any conflict between the provisions of this system and the provisions of relevant laws, regulations, normative documents and the articles of association, or with the mandatory provisions of future laws, regulations and normative documents, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 33 the system shall be interpreted and revised by the board of directors of the company.
Article 34 this system shall come into force from the date of deliberation and approval by the board of directors of the company.
Leyard Optoelectronic Co.Ltd(300296) April 2022 Annex 1
Leyard Optoelectronic Co.Ltd(300296)
Instructions for appointment of specific visitors
1、 Reservation method 1. You can make an appointment by phone during office hours from Monday to Friday.
Tel: 010628645322. You can also make an appointment by mail or fax.
Contact email: [email protected].
Contact Fax: 010628776243, contact address: No. 9, beizhenghongqi West Street, Summer Palace, Haidian District, Beijing 4, contact: Li Nannan, Liu Yanger, appointment registration
After agreeing to the reception, the company will negotiate and confirm the reception schedule with you, and ask you to provide the problem outline and relevant materials. At the same time, you need to fill in the appointment registration form (Annex 2) and the letter of commitment (Annex 3). 3、 Reception arrangement
Time: 9:30-11:30, 14:00-16:30.
Annex 2
Leyard Optoelectronic Co.Ltd(300296)
