Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. investor relations management system
Chapter I General Provisions
Article 1 in order to strengthen the information communication between Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") and investors, improve the corporate governance structure and effectively protect the legitimate rights and interests of investors, especially public investors, according to the company law of the people's Republic of China, the securities law of the people's Republic of China This system is formulated in combination with the actual situation of the company in accordance with the guidelines on the relationship between listed companies and investors, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the articles of association and other relevant laws and regulations of the CSRC.
Article 2 investor relations management refers to the management behavior that the company strengthens communication with investors and potential investors through information disclosure and exchange, enhances investors' understanding and recognition of the company, and improves the level of corporate governance, 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) 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 continuously improve corporate governance.
Article 4 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.
Chapter II object and work content of investor relations management
Article 5 working objects of investor relations management:
(I) investors (including registered investors and potential investors);
(II) securities analysts and industry analysts;
(III) financial media, industry media and other media;
(IV) securities regulatory authorities and other relevant government departments;
(V) individuals and other relevant institutions.
Article 6 the communication between the company and investors in investor relations management mainly includes:
(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 report, interim announcement and annual report explanation meeting;
(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.
Article 7 ways of communication between the company and investors:
The ways of communication between the company and investors include but are not limited to: regular reports and interim announcements, annual report explanation meeting, shareholders' meeting, company website, one-to-one communication, mailing materials, telephone consultation, on-site visit, analyst meeting and roadshow, etc. The company shall communicate with investors in a timely, in-depth and extensive manner through various ways as far as possible, and pay special attention to the use of Internet to improve the efficiency of communication and reduce the cost of communication.
Article 8 the information that should be disclosed according to the relevant provisions of laws, regulations and the listing rules must be published on the information disclosure newspaper and website designated by the company at the first time; The information disclosed by the company in other public media shall not precede the designated newspaper and designated website, and shall not replace the company's announcement in other forms such as press release or answering reporters' questions. The company shall clearly distinguish between advertising and media reports, and shall not use advertising materials and paid means to affect the objective and independent reports of the media.
Article 9 the company shall hold an explanation meeting of the company's annual report within 15 trading days after the disclosure of the annual report. The chairman (or president), chief financial officer, independent director (at least one), Secretary of the board of directors and sponsor representative shall attend the explanation meeting. The meeting includes the following contents:
(I) the situation, development prospect and existing risks of the company's industry;
(II) the company's development strategy, production and operation, use of raised funds, and development of new products and technologies; (III) the company's financial status, operating performance and its change trend;
(IV) difficulties, obstacles or possible losses of the company in business, marketing, technology, finance, investment direction of raised funds and development prospects;
(V) other issues concerned by investors.
The company shall issue the notice of holding the annual report explanation meeting at least two trading days in advance, including the date and time, the way of holding (on-site / online), the place or website of the meeting, the list of attendees of the company, etc. Before the general meeting of shareholders deliberates on the specific plan of cash dividend, the listed company shall actively communicate and exchange with shareholders, especially minority shareholders, through interactive and easy channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
Chapter III Establishment of investor relations management departments
Article 10 the Secretary of the board of directors is the person in charge of the company's investor relations management affairs. The office of the board of directors of the company is the functional department of investor relations management. Under the leadership of the Secretary of the board of directors, it is responsible for planning, arranging and organizing all kinds of investor relations management activities and daily affairs under the condition of a comprehensive and in-depth understanding of the company's operation and management, business status and development strategy.
Employees engaged in investor relations management must have the following qualities:
(I) have a comprehensive understanding of the company, including industry, products, technology, production process, management, R & D, marketing, finance, personnel and other aspects, and have a deep understanding of the company's development strategy and development prospects;
(II) have a good knowledge structure and be familiar with relevant laws and regulations such as corporate governance, finance and accounting; (III) good communication and coordination skills;
(IV) have good conduct, honesty and credibility;
(V) accurately grasp the contents and procedures of investor relations management.
Authorized by the chairman of the board, the Secretary of the board of directors can hire a professional investor relations organization to assist the company in the implementation of investor relations.
Article 11 the responsibilities of investor relations management mainly include:
（1） Analysis and research. Statistical analysis of the number, composition and changes of investors and potential investors; Continue to pay attention to the opinions, suggestions, reports and other information of investors and the media, and feed back to the board of directors and management of the company in time.
（2） Communication and liaison. Integrate and publish the information required by investors; Hold meetings and roadshows such as analyst briefings, and receive consulting from analysts, investors and the media; Receive investors' visits, maintain regular contact with institutional investors and small and medium-sized investors, and improve investors' participation in the company.
（3） Public relations. Establish and maintain good public relations with stock exchanges, industry associations, media, other listed companies and relevant institutions; After major events such as litigation, major restructuring, changes in key personnel, changes in stock trading and major changes in the business environment, cooperate with relevant departments of the company to put forward and implement effective treatment plans, and actively maintain the public image of the company.
（4） Other work conducive to improving investor relations.
Article 12 on the premise of not affecting the production and operation and divulging trade secrets, other functional departments of the company, the holding subsidiaries of the company and all employees of the company are obliged to assist the Secretary of the board of directors and relevant functional departments in the management of relevant investor relations.
Unless expressly authorized and trained, other directors, supervisors, senior managers and employees of the company shall not speak on behalf of the company in investor relations activities.
Article 13 the company shall train the employees of the company, especially the directors, supervisors, senior managers, department heads and the heads of the company's holding subsidiaries in the relevant knowledge of investor relations management in an appropriate form. When carrying out major investor relations promotion activities, special training activities shall also be held.
Article 14 the company shall set up a special investor consultation telephone. Investors can use the consultation telephone to ask the company and understand their concerns. A specially assigned person shall be responsible for the consultation telephone, and ensure that the telephone is answered by a specially assigned person and the line is unblocked during working hours. In case of major events or other necessary circumstances, the company shall open multiple telephones to answer investor inquiries.
Article 15 the company shall perform the obligation of information disclosure in strict accordance with the relevant laws, regulations, rules and regulations of the CSRC, Shenzhen Stock Exchange and other securities regulatory authorities. The newspapers and periodicals designated by the CSRC are the disclosure newspapers designated by the company. The website designated by the CSRC is the information disclosure website designated by the company.
Article 16 once the company releases the major information required to be disclosed by laws and regulations in any way during investor relations activities, it shall report to Shenzhen Stock Exchange in time and make formal disclosure before the opening of the next trading day.
Chapter IV reception of investors
Article 17 the office of the board of directors of the company is responsible for the specific work of reception affairs, which is directly led by the Secretary of the board of directors. The Secretary of the board of directors shall be responsible for the reception of calls and visits from investors, securities institutions and financial media. Article 18 the company shall try its best to avoid carrying out investor relations activities 30 days before the disclosure of periodic reports to prevent the disclosure of undisclosed major information.
Article 19 when the company communicates with any institution or individual on the company's production and operation, financial status and other events through performance briefing, analyst meeting, roadshow and investor investigation, it shall not disclose, disclose or disclose non-public major information in any form, but only publicly disclosed information and publicly disclosed major information.
During the visit reception activities, the relevant receptionists of the company shall pay attention to the authenticity and accuracy of the answers when answering the questions of the other party, and try to avoid using predictive words.
Article 20 performance presentations, analyst meetings and roadshows shall be conducted in an open manner. If possible, they can be conducted in the form of live webcast, so that all investors have the opportunity to participate in the interaction, so as to treat all investors fairly. If the online live broadcast is adopted, the time, mode and main content of the activity shall be explained to the investors in the form of announcement in advance.
Article 21 before the performance presentation meeting, analyst meeting and roadshow, the company shall determine the range of questions that can be answered by 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 22 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 avoid visitors having the opportunity to obtain unpublished information. The company shall send personnel to accompany the visitors and answer their questions.
Article 23 Where the directors, supervisors and senior managers of the company accept the investigation of institutional investors, they shall inform the Secretary of the board of directors in advance, and the Secretary of the board of directors or securities affairs representative shall participate in the whole process. The company shall require visitors to inform the research outline in writing in advance, prepare written replies according to the research outline, and briefly record the contents beyond the outline and relevant important data talked about in the process of on-site research. The written reply and meeting minutes shall be signed and confirmed by the Secretary of the board of directors and the visitors.
Article 24 for direct communication between the company and research institutions and individuals, in addition to being invited to participate in the investment strategy analysis meeting held by institutions such as the Research Institute of securities companies, the company shall require the research institutions and individuals to issue unit certificates, ID cards and other materials, and require them to sign a letter of commitment. The letter of commitment shall at least include the following contents: (I) promise not to deliberately inquire into the company's undisclosed major information without the permission of the company, Do not communicate or inquire with personnel other than those designated by the company;
(II) promise not to disclose the unpublished material information obtained unintentionally, and not to use the obtained unpublished material information to buy or sell or suggest others to buy and sell the company's shares and their derivatives;
(III) undertake not to use unpublished material information in research reports, news releases and other documents such as investment value analysis reports, unless the company discloses the information at the same time;
(IV) promise to indicate the source of data in case of profit forecast and stock price forecast in the investment value analysis report, news release and other documents, and do not use subjective assumptions and data lacking factual basis;
(V) promise to inform the company of research reports, press releases and other documents such as investment value analysis report before release or use;
(VI) clarify the responsibility for breach of commitment.
Article 25 the disclosure of various informal announcement information such as websites and internal publications must be examined and checked by the Secretary of the board of directors in advance.
The investment value analysis report, press release and other documents formed by research institutions and individuals based on research or interview with the company shall be notified to the company before release or use. The company shall carefully check the research report, communication meeting minutes or press release and other documents notified by specific objects. If it is found that there are errors and misleading statements, it shall
