360 Security Technology Inc(601360)
Investor relations management system
Chapter I General Provisions
Article 1 in order to strengthen the information communication between 360 Security Technology Inc(601360) (hereinafter referred to as “the company”) and investors and potential investors (hereinafter referred to as “investors”), improve the corporate governance structure and effectively protect the legitimate rights and interests of investors, especially the public investors. 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 guidelines on the relationship between listed companies and investors, the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and normative documents, as well as the 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Chapter II principles and objectives of investor relations management
Article 2 investor relations work refers to the important work of the company to strengthen communication with investors and potential investors through information disclosure and exchange, enhance investors’ understanding and recognition of the company, and improve 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 company’s investor relations management shall comply with the provisions of laws, regulations, normative documents and the articles of association on the company’s information disclosure.
Article 4 the purpose of investor relations work 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 improve corporate governance.
Article 5 the basic principles of investor relations are:
（1） The principle of full disclosure of information. In addition to mandatory information disclosure, the company can actively disclose other relevant information concerned by investors.
（2） Compliance disclosure principle. The company shall abide by laws, regulations, normative documents and the provisions of securities regulatory authorities and stock exchanges 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.
（3） 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.
（4） 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.
（5） 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.
（6） Principles 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 III person in charge of investor relations management
Article 6 the Secretary of the board of directors of the company is the person in charge of investor relations management. The board of supervisors shall supervise the implementation of this system.
Article 7 the Securities Department of the company is the functional department of the company’s investor relations management, which is responsible for the daily affairs of the company’s investor relations management.
Article 8 the Secretary of the board of directors is fully responsible for the management of investor relations of the company. The Secretary of the board of directors is responsible for planning, arranging and organizing various 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 9 the Secretary of the board of directors shall continue to pay attention to all kinds of important information about the company on the news media and the Internet that may lead to changes in share prices, and feed back to the board of directors and management of the company in a timely manner.
Article 10 unless expressly authorized, senior managers and other employees of the company shall not speak on behalf of the company in investor relations activities.
Article 11 the company may employ a professional investor relations agency to assist in the implementation of investor relations.
Article 12 on the premise of not affecting the operation and disclosing trade secrets, other functional departments of the company, wholly-owned or holding subsidiaries of the company and all employees of the company are obliged to assist the Securities Department of the company in relevant work.
Chapter IV methods of investor relations activities
Article 13 in the work of investor relations, the communication between the company and investors mainly includes:
（1） The company’s development strategy, including the company’s development direction, development plan, competitive strategy and business policy;
（2） Statutory information disclosure and its description, including periodic reports and interim announcements;
（3） The operation and management information that the company can disclose according to law, including operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, etc;
（4） 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;
（5） Corporate culture construction;
（6） Other relevant information of the company.
Article 14 the main responsibilities of investor relations 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 consultation 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 15 the company shall establish a good internal coordination mechanism and information collection system. The department or personnel in charge of investor relations shall timely collect the production and operation, finance, litigation and other information of each department and subordinate companies, and all departments and subordinate companies of the company shall actively cooperate.
Article 16 the company’s personnel engaged in investor relations shall 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 the staff of investor relations management of the company shall have the professional knowledge necessary to perform their duties and have good professional quality. The company shall regularly conduct systematic training on investor relations management for controlling shareholders, actual controllers, directors, supervisors, senior managers and relevant personnel, so as to enhance their understanding of relevant laws and regulations, relevant provisions of the exchange and rules and regulations of the company.
Article 18 the company can communicate with investors through multiple channels and levels, and the communication method should be as convenient and effective as possible to facilitate investors’ participation.
Article 19 the information that should be disclosed in accordance with laws, regulations, normative documents and the provisions of the securities regulatory authorities and stock exchanges must be published on the website of the stock exchange and the media that meet the conditions prescribed by the securities regulatory authority under the State Council at the first time.
Article 20 the information disclosed by the company in other public media shall not precede the designated media, 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.
The company shall pay attention to the publicity and reports of the media in time and respond appropriately when necessary.
Article 21 the company shall pay full attention to the construction of network communication platform, set up investor relations column on the company’s website, accept the questions and suggestions put forward by investors through e-mail or forum, and reply in time. Article 22 the company shall enrich and timely update the content of the company’s website, and can place the news release, company profile, business products or services, legal information disclosure materials, investor contact methods, special articles, executive speeches, stock market and other relevant information concerned by investors on the company’s website.
Article 23 the company shall set up a special investor consultation telephone and fax. The consultation telephone shall be in the charge of a specially assigned person who is familiar with the situation to ensure that the line is unblocked and carefully answered during working hours. If there is any change in the consultation telephone number, it shall be announced in time.
Article 24 the company may use the Internet and other modern communication tools to carry out regular or irregular exchange activities conducive to improving investor relations.
Article 25 the company may arrange investors and analysts to visit, discuss and communicate with the company on site. 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 undisclosed major information. The company shall send more than two people to accompany the visitors and assign special personnel to answer the questions of the visitors.
Article 26 the time and place of the general meeting of minority shareholders shall be fully considered to facilitate the participation of minority shareholders.
Article 27 the company may hold a performance presentation meeting after the conclusion of the regular report, or conduct one-to-one communication with investors, fund managers and analysts on the company’s operation, financial status and other matters, introduce the situation, answer relevant questions and listen to relevant suggestions when deemed necessary.
The company shall not release the undisclosed material information of the company in the performance presentation or one-to-one communication. The company shall equally provide the relevant information provided to other investors.
Article 28 the company shall determine the range of questions that can be answered in advance before the commencement of investor relations activities such as performance description meeting, analyst meeting and roadshow. If the question involves the company’s undisclosed material information or the company can infer the undisclosed material information, the company refuses to answer.
Article 29 the company may hold roadshows in accordance with relevant regulations when implementing the financing plan.
Article 30 the company may send the company’s announcements, including regular reports and interim reports, to investors, analysts and other relevant institutions and personnel.
Article 31 the company may hold a performance presentation meeting after the end of the periodic report.
Article 32 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:
（1） Participants, time and place of investor relations activities;
（2） Exchange contents of investor relations activities;
（3） Handling process and accountability of undisclosed major information disclosure (if any);
（4） Other contents.
Article 33 the company is encouraged to establish a communication mechanism with investors on major issues on the premise of abiding by the rules of information disclosure, and fully communicate and negotiate with investors in various ways when formulating major plans involving shareholders’ rights and interests.
After making an announcement in accordance with the information disclosure rules and before the general meeting of shareholders, the company can fully communicate with investors and widely solicit opinions through on-site or online investor exchange meetings and explanation meetings, visiting institutional investors, issuing consultation letters, setting up hotlines, faxes and e-mail boxes.
When communicating with investors, the relevant intermediaries hired by the company can also participate in relevant activities. Chapter V handling of emergencies
Article 34 an emergency refers to an accidental event that is different from the daily operation and may or has had a serious impact on the company’s operation, finance, reputation and stock price, such as substantial growth or decline in business performance, serious misrepresentation of media reports, judicial and administrative punishment, litigation and arbitration, natural disasters, major accidents, major restructuring, major contracts, change of leaders, abnormal fluctuation of stock price, emergency suspension of stock trading Adverse market rumors, etc.
Article 35 the company shall establish a leading group for handling emergencies (hereinafter referred to as “emergency leading group”), with the chairman of the company as the group leader, the general manager and the Secretary of the board of directors as the Deputy group leader, and the members shall be composed of the heads of various functional departments.
Article 36 in case of emergencies, the company shall follow the following handling principles:
(I) unified leadership: the emergency leading group is the leading organization of the company’s emergency response work, which uniformly leads the company’s emergency response, makes decisions and deployment on relevant major issues, and studies and decides the company’s release of event information as needed.
(II) graded disposal: according to different situations of emergencies, graded and classified disposal shall be implemented. In case of emergencies in the headquarters, branches and holding subsidiaries of the company, the headquarters, branches and holding subsidiaries of the company shall be responsible for the specific matters of the disposal work, and the emergency leading group shall be responsible for the business guidance, organization and coordination, supervision and implementation of the disposal work.
(III) rapid response: for all kinds of emergencies that may occur, the headquarters, branches and holding subsidiaries of the company shall establish a rapid response mechanism for evaluation, early warning and disposal, so as to find, report and dispose in time, ensure the effective operation of the emergency system, and effectively respond quickly, act quickly and take decisive measures. (IV) active prevention: for all kinds of emergencies and potential risks that may occur, the headquarters, branches and holding subsidiaries of the company shall strengthen daily monitoring, do a good job in prevention and early warning, and actively prevent them.
Article 37 the specific responsibilities of the company’s emergency leading group include:
(I) decide to start and stop emergency treatment;
(II) formulate emergency disposal plan;
(III) organize and direct the handling of emergencies;
(IV) coordinate the relationship with relevant government departments;
(V) coordinate the relationship with the CSRC and its dispatched offices, Shanghai Stock Exchange, China Securities Depository and Clearing Co., Ltd. and other units;
