Jiangsu Bide Science And Technology Co.Ltd(605298)
Investor relations management system
Chapter I General Provisions
Article 1 in order to strengthen the information communication between Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”) and investors and potential investors (hereinafter referred to as “investors”), deepen investors’ understanding and recognition of the company, promote the establishment of long-term and stable good relations between the company and investors, improve the company’s integrity, core competitiveness and sustainable development ability, and effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors, To maximize the value of the company and 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 stock listing rules of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and provisions, and in combination with the actual situation of the company, This regulation is formulated.
Article 2 investor relations management refers to a strategic management responsibility of the company’s management. On the premise of compliance, by strengthening all-round effective communication and full information disclosure with existing and potential investors, and through interactive communication, appeal handling, information disclosure and shareholder rights protection, the company’s operation and development prospects are presented to existing and potential investors with high transparency, To establish and strengthen the company’s good image and high sense of identity in the capital market, so as to enhance and maximize the company’s value.
Article 3 the management of investor relations of the company shall embody the principles of fairness, impartiality and openness, objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and avoid misleading investors’ decision-making due to excessive publicity.
Article 4 the company’s investor relations management shall strictly abide by relevant laws, administrative regulations, departmental rules, normative documents and other provisions, and shall not release or disclose undisclosed material information in any way in investor relations activities. In case of disclosure of undisclosed major information in investor relations activities, the company shall immediately issue a formal announcement through the designated information disclosure media and take other necessary measures.
Chapter II main contents of investor relations management
Article 5 basic principles of investor relations management:
(I) principle of full disclosure of information. In addition to mandatory information disclosure, the company can take the initiative to disclose investors
(II) principle of compliance information disclosure. The company shall comply with the national laws and regulations and the provisions of the securities regulatory authorities and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) 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.
(VII) principle of convenience. The company should make full use of modern communication means and technologies such as website and print media to improve the efficiency of communication and provide convenience for investors.
Article 6 the purpose of investor relations management:
(I) strengthen communication with investors through full information disclosure, enhance investors’ understanding and recognition of the company, improve the integrity of the company and establish a good capital market image of the company;
(II) improve the governance structure and operation management of the company and promote the sustainable, healthy and stable development of the company; (III) create a new equity culture that respects investors, is responsible to investors and effectively protects the interests of investors;
(IV) the ultimate goal is to maximize the value of the company and the interests of investors. Strengthen communication with investors through full information disclosure to promote investors’ understanding and recognition of the company.
Article 7 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 laws and regulations and relevant provisions of Shanghai Stock Exchange, reflect the principles of fairness, impartiality and openness, and objectively, truly, accurately and completely introduce and reflect the actual situation of the company, When carrying out investor relations activities, the company must pay attention to the confidentiality of unpublished information and internal information to avoid disclosure and related insider trading. In the management of investor relations, the company shall not have the following circumstances:
(I) disclose or divulge material information that has not been publicly disclosed;
(II) publishing false or misleading contents and making exaggerated publicity and misleading tips; (III) make expectations or commitments on the price disclosure of the company’s shares and their derivatives;
(IV) engaging in acts of discrimination, contempt and other unfair treatment of minority shareholders;
(V) engaging in violations of information disclosure rules or suspected of manipulating the securities market, insider trading and other illegal acts.
Chapter III Organization and responsibilities of investor relations management
Article 8 the chairman of the board of directors is the person in charge of investor relations management of the company, and the Secretary of the board of directors is the person in charge of investor relations management. 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.
Article 9 the duties of investor relations management performed by the office of the board of directors include:
(I) track and study industry trends and regulations of regulatory authorities, collect and understand the company’s development strategy and business situation, and ensure that the company’s external information disclosure is law-abiding, timely, complete, true and fair; (II) organize and hold analyst meetings, teleconferences and roadshows from time to time according to the needs of investors; (III) establish a special column on investor relations management on the company’s website and disclose the company’s information online to facilitate investors’ search and consultation;
(IV) keep regular contact with financial media, institutional investors, securities analysts and small and medium-sized investors to improve the attention of investors and media to the company;
(V) keep in touch with regulatory authorities, Shanghai Stock Exchange and industry associations to form a good communication relationship; (VI) maintain good cooperation and exchange relations with investor relations management departments of other listed companies, professional investor relations management consulting companies, financial public relations companies, etc;
(VII) other work conducive to improving investor relations.
Article 10 on the premise of not affecting the production and operation and disclosing trade secrets, all departments, subsidiaries and all employees of the company are obliged to assist the office of the board of directors in the management of investor relations.
Article 11 the company’s personnel engaged in investor relations management shall have the following qualities and skills:
(I) be familiar with the company’s operation, finance and personnel, and have a comprehensive understanding of the company;
(II) have a good knowledge structure and be familiar with relevant laws and regulations on corporate governance, finance, accounting, securities and the operation mechanism of the securities market;
(III) have good communication skills, strong coordination ability and adaptability;
(IV) have good conduct, honesty and credibility, enthusiasm and patience;
(V) have relatively rigorous logical thinking ability and high literary accomplishment, and be able to write regular reports, industry analysis reports and various information disclosure manuscripts in a standardized manner;
(VI) have a good sense of confidentiality.
Article 12 the office of the board of directors shall train all employees of the company, especially directors, supervisors, senior managers, heads of departments and heads of subsidiaries in relevant knowledge of investor relations management in an appropriate manner. When carrying out major investor relations promotion activities, special training activities shall also be held.
Article 13 the office of the board of directors shall formulate complete norms and procedures for investor relations management. Chapter IV contents and methods of investor relations management
Article 14 the working objects of investor relations management mainly include:
(I) investors (including registered investors and potential investors);
(II) securities analysts, fund managers and industry analysts;
(III) financial media, industry media and other media;
(IV) regulatory authorities and other relevant government agencies;
(V) individuals and other relevant institutions.
Article 15 when the company carries out investor relations management activities, it shall take the publicly disclosed information as the exchange content. The communication between the company and investors includes:
(I) the company’s development strategy, including the company’s development direction, development plan, competitive strategy and business policy;
(II) other information in the process of operation, management, finance and operation that can be disclosed by the company according to law, including: production and operation of the company, research and development of new products or new technologies, major investment and its changes, major reorganization, foreign cooperation, financial status, operating performance, dividend distribution, change of management, management mode and its changes, convening of general meeting of shareholders and other information in the process of operation of the company.
(III) legal information disclosure and explanation of the company, including regular reports and temporary announcements;
(IV) the occurrence of major events specified in the securities law of the company, including the company’s major investment and changes, asset restructuring, mergers and acquisitions, foreign cooperation, foreign guarantee, major contracts, related party transactions, major litigation or arbitration, changes in management and changes in major shareholders;
(V) environmental protection, social responsibility and corporate governance information of the company; (VI) corporate culture;
(VII) ways, means and procedures for the exercise of shareholders’ rights;
(VIII) other information related to the company concerned by investors.
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 information disclosure with communication 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 in accordance with the law and regulations and take other necessary measures.
Article 16 within 30 days before the disclosure of the annual report and semi annual report, 15 days before the disclosure of the quarterly report, before the announcement of major information and major events or during the quiet period specified by the regulatory authority, the company shall not carry out on-site investor research, media interview and other activities in principle.
Article 17 the company shall carry out investor relations management through multiple channels, platforms and methods, and take measures such as shareholders’ meeting, investor briefing, roadshow, investor research, etc. through the company’s website, Shanghai Stock Exchange website, SSE e interactive platform, new media platform, telephone, fax, e-mail, investor education base and other channels, and using the network infrastructure of China Investor network and stock exchange Securities analysts communicate with investors by means of research, receiving visits, discussion and exchange.
Article 18 the company shall strengthen the construction, operation and maintenance of investors’ network communication channels, set up a special column on investor relations management on the company’s website, collect and reply to investors’ inquiries, complaints and suggestions through e-mail or forum, and reply in time, and will carry out investor relations management through new media platform as needed.
Article 19 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 20 the company shall make full use of the online interactive media such as the investor relations interactive platform established by Shanghai Stock Exchange to communicate with investors, take the initiative to pay attention to the information collected by the Shanghai Securities 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 reported information of the company according to law, and assign and authorize special personnel to check the investors’ consultation Make complaints and suggestions and reply, edit and update the company and personnel information in time.
Article 21 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:
(I) participants, time, place and form of the activity;
(II) communication contents and specific Q & A records;
(III) explanation on whether this activity involves major information that should be disclosed;
(IV) presentations, documents and other attachments used in the activity (if any);
(V) other contents required by Shanghai Stock Exchange.
Article 22 in addition to performing the obligation of information disclosure according to 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:
(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 hold an annual report performance explanation meeting in accordance with the relevant requirements of the CSRC and the bourse;
(VI) other situations where an investor briefing meeting should be held in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange. Article 23 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.
Article 24 when accepting the investigation of institutions and individuals engaged in securities analysis, consulting and other securities services, institutions and individuals engaged in securities investment, the company shall properly carry out the relevant reception work and perform the corresponding information disclosure obligations in accordance with the regulations. Companies, research institutions and individuals shall not use research activities to engage in market manipulation, insider trading or other illegal acts.
Article 25 in carrying out 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 of disclosure of undisclosed major information
