Leyard Optoelectronic Co.Ltd(300296)
Investor relations management system
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”), standardize the company’s investor relations, strengthen the communication between the company and investors and potential investors (hereinafter referred to as “investors”) and deepen investors’ understanding and recognition of the company, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in accordance with the relevant provisions of the guidelines on the relationship between listed companies and investors issued by China Securities Regulatory Commission, the Listing Rules of Shenzhen Stock Exchange and the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) of Shenzhen Stock Exchange, and in combination with the actual situation of the company.
Article 2 investor relations management refers to the important work of the company to enhance investors’ understanding and recognition of the company and improve the level of corporate governance through sufficient information disclosure, so as to maximize the overall interests of the company and protect the legitimate rights and interests of investors.
Article 3 the purpose of investor relations management is:
(I) establish the management concept of respecting investors and investment market;
(II) promote the benign relationship between the company and investors, and enhance investors’ further understanding and familiarity with the company;
(III) promote the integrity, self-discipline and standardized operation of the company;
(IV) increase the transparency of information disclosure and improve corporate governance.
Article 4 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 abide by national laws and regulations and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on 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 equal opportunities for investors: the company shall treat all shareholders and potential investors of the company fairly and avoid selective information disclosure;
(IV) principle of honesty and trustworthiness: the investor relations work of the company shall be objective, true and accurate;
(V) principle of high efficiency and low cost: when choosing the working mode of investor relations, the company should give full consideration to improving communication efficiency and reducing 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 5 in carrying out investor relations management, the company, its directors, supervisors, senior managers and staff shall abide by laws and regulations and the relevant provisions of Shenzhen Stock Exchange, reflect the principles of openness, fairness and impartiality, objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and shall not:
(I) disclose or release major information that has not been publicly disclosed through non statutory means;
(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 when carrying out investor relations activities, the company shall pay attention to the confidentiality of unpublished information and internal information, so as to avoid and prevent the disclosure of secrets and related insider trading.
Chapter II Contents and methods of investor relations management
Article 7 working objects of investor relations management:
(I) investors;
(II) securities analysts and industry analysts;
(III) financial media, industry media and other media;
(IV) other relevant institutions.
Article 8 the work content of investor relations management is to timely disclose relevant information affecting investors’ decisions on the premise of following the principle of public information disclosure. The main contents 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) 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) other relevant information of the company.
Article 9 the communication methods between the company and investors include but are not limited to:
(I) announcements, including regular reports and interim reports;
(II) general meeting of shareholders;
(III) analyst meeting, investor briefing and performance briefing;
(IV) one to one communication;
(V) mailing materials;
(VI) telephone consultation;
(VII) advertisements, media, newspapers and other publicity materials;
(VIII) roadshow;
(IX) site visit;
(x) interactive platform for investor relations of Shenzhen Stock Exchange;
（11） Network, etc.
Article 10 the newspapers issued by the media qualified for information disclosure of the securities market published by the securities times, China Securities News or Shanghai Securities News and other CSRC are the designated newspapers for information disclosure of the company, and the information disclosure platforms designated by the websites of Shenzhen stock exchange such as Shenzhen Stock Exchange website and cninfo website are the designated information disclosure websites of the company in accordance with laws, regulations and the CSRC The information required to be disclosed by Shenzhen stock exchange must be published in the designated newspaper and website of the company’s information disclosure at the first time.
Article 11 the information disclosed by the company in other public media shall not precede the designated newspaper and website, and shall not replace the company’s announcement in other forms such as press release or answering reporters’ questions. The company shall pay attention to the publicity and reports of the media in time and respond appropriately when necessary.
Article 12 the company shall communicate with investors in a timely, in-depth and extensive manner through various ways as far as possible. Chapter III Organization and implementation of investor relations management
Article 13 the chairman is the person in charge of the company’s affairs. The board of directors of the company 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 the implementation and operation of investor relations management.
Article 14 the Secretary of the board of directors of the company is the person in charge of the implementation of investor relations management of the company. The Secretary of the board of directors of the company is fully responsible for the management of the company’s investor relations, and is responsible for planning, arranging and organizing all kinds of 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. Article 15 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.
Article 16 the company may take appropriate measures to train all employees, especially senior managers and heads of relevant departments on relevant knowledge of investor relations management. When carrying out major investor relations promotion activities, special training can also be done.
Article 17 the Secretary 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.
Article 18 the Securities Department of the company is the functional department of investor relations management of the company, which specifically performs the responsibilities of investor relations management, mainly including:
(I) information communication: timely and accurately disclose information 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, communicate with investors through holding analyst briefing, roadshow and other activities; Answer investors’ inquiries by telephone, fax, reception and visit;
(II) regular reports: organize the preparation and disclosure of annual reports, semi annual reports and quarterly reports; (III) preparatory meeting: prepare annual general meeting, extraordinary general meeting and board of directors, and prepare meeting materials;
(IV) public relations: establish and maintain good public relations with regulatory authorities, stock exchanges and other relevant departments;
(V) construction of network information platform: publicly disclose the company’s information online to facilitate investors’ inquiry;
(VI) crisis management: quickly put forward effective solutions after the occurrence of crises such as litigation, arbitration, major reorganization, changes in key personnel, large fluctuations in profits, changes in stock transactions, natural disasters and so on;
(VII) other work conducive to improving investor relations.
Article 19 the company’s personnel engaged in investor relations management shall have the following qualities and skills:
(I) fully understand all aspects of the company, including industry, products, technology, process, management, R & D, marketing, finance, personnel and other aspects;
(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) have good conduct, honesty and credibility;
(V) accurately grasp the contents and procedures of investor relations management.
Article 20 other departments, branches, subsidiaries and their principals of the company are obliged to assist the investor relations management department in the implementation of investor relations management.
Article 21 the company shall set up a public e-mail box to communicate with investors. Investors can ask questions and understand the situation to the company through the mailbox, and the company can also reply or answer relevant questions through the mailbox. For the more important or general questions and answers involved in e-mail, the company shall sort them out and publish them in a prominent way on the website or in the investor relations column.
Chapter IV handling of investor emergencies
Article 22 investor relations emergencies mainly include: major negative media reports, major adverse litigation or arbitration, punishment by regulatory authorities and other matters.
Article 23 in case of major negative media coverage crisis, the securities department shall take the following measures:
(I) report to the Secretary of the board of directors and the chairman in time;
(II) follow up the media, investigate relevant matters, and decide whether to make an announcement according to the results of the investigation and the impact of negative reports on the company;
(III) communicate with the media and authors who publish reports through appropriate channels to understand the causes, eliminate barriers and strive for a smooth solution;
(IV) when false or exaggerated negative reports have a significant impact on the company’s share price, a Clarification Announcement shall be issued in a timely manner with the approval of the chairman of the board. If necessary, an application for temporary suspension of trading can be made to Shenzhen Stock Exchange; After the matters involved in the negative report are solved, it shall be announced in time.
Article 24 in case of major adverse litigation or arbitration crisis, the securities department shall take the following measures: (I) with the approval of the chairman of the board, timely disclose relevant events and make dynamic announcements according to the litigation or arbitration process. After the ruling, it shall be announced in time;
(II) communicate with relevant departments, evaluate the impact of litigation judgment or arbitration ruling on the company, and make an announcement with the approval of the chairman;
(III) reduce the adverse impact by issuing an open letter to investors in the form of announcement, convening analyst meetings and visiting important institutional investors, and communicate with investors in a sincere manner to win the support of investors.
Article 25 when being punished by the regulatory authorities, the securities department shall take the following measures:
(I) in case of investigation, report to the chairman in time and make an announcement according to the regulatory requirements;
(II) when receiving the punishment notice, report to the chairman in time and make an announcement according to the regulatory requirements;
(III) the securities department shall, in combination with the actual situation of the company, carefully analyze the punishment reasons of the regulatory authorities together with relevant business departments, and report to the chairman of the company in writing. If the company considers that the punishment of the regulatory department is improper, the Secretary of the board of directors shall take the lead to cooperate with the business department related to the punishment and appeal according to the relevant procedures; If the company accepts the punishment, it shall timely study the improvement measures, and decide whether to make an announcement according to the specific circumstances of the punishment after the study of the board of directors.
Article 26 in case of other emergencies, the securities department shall report to the Secretary of the board of directors in time, and determine the handling opinions and handle them in time after being approved by the chairman of the company.
Chapter V accountability
Article 27 If any department or individual of the company plans, arranges or organizes any investor relations management activities without authorization in violation of the provisions of this system, which causes damage to the company, it shall be liable for compensation; Those suspected of committing a crime shall be investigated for legal responsibility according to law.
Article 28 If the investor relations management department and relevant personnel of the company cause losses to the company in planning, arranging or organizing investor relations management activities due to work mistakes, they shall be punished and given administrative sanctions according to the specific circumstances; Those suspected of committing a crime shall be investigated for legal responsibility according to law.
Chapter VI supplementary provisions
Article 31 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 32 the power of interpretation and revision of this system belongs to the board of directors of the company.
Article 33 the system shall be implemented from the date of approval by the board of directors of the company.
Leyard Optoelectronic Co.Ltd(300296) April 2022
