Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Investor relations management system
Chapter I General Provisions
Article 1 in order to improve the governance structure of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), standardize the company’s investor relations, strengthen the information communication between the company and investors and potential investors (hereinafter referred to as “investors”), and effectively protect the legitimate rights and interests of investors, especially the public investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the guidelines for the relationship between listed companies and investors, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 investor relations work refers to the important work of the company to strengthen communication with 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 management of investor relations shall strictly abide by the company law, the securities law and other relevant laws and regulations, as well as the provisions of the relevant business rules of the securities regulatory authorities and the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), take the publicly disclosed information as the content of exchange, and shall not disclose or disclose the undisclosed major information in any way in investor relations activities.
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 formal information disclosure with exchanges 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 through qualified media and take other necessary measures.
Article 4 the management of investor relations shall embody the principles of fairness, impartiality and openness, and objectively, truly, accurately and completely introduce and reflect the actual situation of the company. The following circumstances shall not occur:
（1） Disclose or release major information that has not been publicly disclosed through non statutory means;
（2） Publishing false or misleading contents and making exaggerated publicity and misleading tips;
（3） Make expectations or commitments on the prices of the company’s shares and their derivatives;
（4） Unfair treatment of minority shareholders such as discrimination and contempt;
（5） Other violations of information disclosure rules or suspected of manipulating the securities market, insider trading and other illegal acts.
Article 5 the Secretary of the board of directors of the company is the person in charge of investor relations management. 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.
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 relevant reception work and perform corresponding information disclosure obligations according to regulations.
Companies, research institutions and personnel shall not use research activities to engage in market manipulation, insider trading or other illegal acts.
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 investigation. In principle, the Secretary of the board of directors shall participate in the interview and investigation in the whole process. The interviewee or researcher shall form a written record of the investigation process and communication content, and jointly sign with the interviewee or researcher for confirmation, and the Secretary of the board of directors shall sign for confirmation. If qualified, the investigation process can be recorded and videotaped.
Article 6 the company shall establish and improve the internal control system and procedures for information disclosure related to investor relations management activities to ensure the fairness of information disclosure:
（1） The company shall formulate a reception and promotion system, which shall at least include the organization arrangement, activity content arrangement, personnel arrangement of reception and promotion, and the provisions prohibiting unauthorized disclosure, disclosure or disclosure of undisclosed major information;
（2） The company shall formulate an information disclosure for future reference registration system to record in detail the investor relations management activities such as research, communication and interview. The contents shall at least include the time, place, method (written or oral), names of both parties, contents related to the company discussed in the activities, relevant materials provided, etc. the company shall disclose the information disclosure for future reference registration in its regular report;
（3） The company shall make public the relevant systems of investor relations management activities.
Article 7 the company shall strictly review the information communicated to the outside world in the form of informal announcement, and set up review or recording procedures to prevent the disclosure of undisclosed major information.
The methods of the above-mentioned press conference and informal shareholders’ meeting include: press conference and announcement; The company or relevant individuals are interviewed by the media; Issue press releases directly or indirectly to the media; Website and internal publications of the company (including subsidiaries); Social media such as blog, microblog and wechat of directors, supervisors or senior managers; Communicate with specific investors and securities analysts in writing or orally; Other forms of external publicity and reports of the company; Other forms recognized by the exchange.
Article 8 the purpose of investor relations management is:
（1） Promote the benign relationship between the company and investors, and enhance investors’ further understanding and familiarity with the company. （2） Establish a stable and high-quality investor base and obtain long-term market support.
（3） Form a corporate culture of serving and respecting investors.
（4） Promote the investment philosophy of maximizing the overall interests of the company and increasing the wealth of shareholders.
（5） Increase the transparency of corporate information disclosure and improve corporate governance.
Article 9 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 comply with national laws and regulations 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 deal with it urgently 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） Principle of good faith. 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 II Contents and methods of investor relations
Article 10 in the investor relations work, 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 production and operation status, financial status, research and development of new products or technologies, business performance, dividend distribution, etc;
（4） Major matters that the company can disclose 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 company related information.
Article 11 the main ways of communication between the company and investors include but are not limited to: regular reports and interim announcements, annual report explanation meeting, general meeting of shareholders, company website, one-to-one communication, mailing materials, telephone consultation, on-site visit, analyst meeting and roadshow, etc. The company tries to communicate with investors in a timely, in-depth and extensive manner through a variety of ways, making full use of the Internet to improve communication efficiency and reduce communication costs.
The company shall treat all investors equally, create opportunities for small and medium-sized investors to participate in activities, ensure smooth relevant communication channels and avoid selective information disclosure.
The company shall determine the range of questions that can be answered in advance before the performance presentation, analyst meeting, roadshow and other investor relations activities. If the question involves the company’s undisclosed material information, or the company can infer the undisclosed material information, the company shall refuse to answer.
Article 12 the information that should be disclosed according to laws and regulations, securities regulatory authorities and stock exchanges must be published in the designated newspaper and website of the company’s information disclosure 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.
The company shall pay attention to the publicity reports of the media in a timely manner and respond appropriately when necessary. The company shall pay full attention to the information on the interactive platform and the reports of various media on the company, and pay full attention to and perform the information disclosure obligations triggered or possibly triggered by relevant information and reports according to law.
Article 13 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 14 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 relations contact methods, special articles, executive speeches, stock market and other relevant information concerned by investors on the company’s website.
The company shall update the content of the company’s website in time, distinguish the historical information from the current information with obvious signs, and correct the wrong information in time to avoid misleading investors.
The company can set up a forum on the website. Investors can put forward questions and suggestions to the company through the forum, and the company can also directly answer relevant questions through the forum.
The company holds investor relations activities such as performance presentation, analyst meeting and roadshow. In order to enable all investors to have the opportunity to participate, it can adopt the way of live webcast. If the method of live broadcasting is adopted, the company shall issue a public announcement in advance to explain the time, method, place, website, list of attendees and theme of the investor relations activities.
Article 15 the company shall strengthen communication and exchange with small and medium-sized investors and establish effective channels for communication with investors. The company shall communicate with investors through the investor relations interactive platform, authorize the Secretary of the board of directors or the securities affairs representative to check the investor’s questions received on the investor relations interactive platform, deal with them in time according to the situation, and make full, in-depth and detailed analysis, explanation and reply. The company’s publishing information on the interactive platform or answering investors’ questions cannot replace its due information disclosure obligations. The company shall not answer the questions of investors involving or possibly involving undisclosed material information on the interactive platform.
The company shall be cautious, objective and based on facts when publishing information on the interactive platform and answering questions related to the concept of market hot spots and sensitive issues. It shall not use the interactive platform to cater to market hot spots or improperly associate with market hot spots, deliberately exaggerate the impact of relevant events on the company’s production, operation, R & D, sales and development, or improperly affect the price of the company’s shares and their derivatives.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the 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.
Article 16 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. The company can use the network and other modern communication tools to carry out regular or irregular exchange activities conducive to improving investor relations.
The company shall publish the company’s website and consultation telephone number in the periodic report. When the website or consultation telephone number is changed, the company shall make an announcement in time.
The company shall ensure that the external contact channels such as consultation telephone, fax and e-mail are unblocked, ensure that the consultation telephone is answered by a specially assigned person during working hours, and timely reply and feed back relevant information to investors in an effective form.
Article 17 when small and medium-sized shareholders and institutional investors visit, discuss and communicate with the company on site, the company shall reasonably and properly arrange the visit and communication process, do a good job in information isolation, and shall not expose visitors to major information that has not been publicly disclosed. The company shall send more than two people to accompany the visitors and assign special personnel to answer the questions of the visitors.
Article 18 the Secretary of the board of directors shall designate a special person to receive the investors who visit the site, make an appointment, register and record the visitors, and 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.
The investor relations management archives shall be classified according to the way of investor relations management, and the relevant records, on-site recordings, presentations, documents (if any) provided in the activities and other documents shall be archived and properly kept for a period of not less than three years.
Article 19 the company may send the company’s announcements, including regular reports and interim reports, to investors, analysts and other relevant institutions and personnel.
Article 20 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 necessary.
The company shall not release the undisclosed material information of the company in the performance description meeting or one-to-one communication. The company shall equally provide the relevant information provided to other investors.
Article 21 the company may hold roadshows in accordance with relevant regulations when implementing the financing plan.
Article 22 the company’s business in the investor briefing
