Zhejiang Zhaolong Interconnect Technology Co.Limited(300913)
Investor relations management system
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) (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”), deepen investors’ understanding and recognition of the company, promote the long-term and stable good relationship between the company and investors, and improve the company’s integrity, core competitiveness and sustainable development ability, Maximize the value of the company and the interests of shareholders, According to 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, and the Listing Rules of Shenzhen Stock exchange gem shares (hereinafter referred to as the “Listing Rules”) This system is formulated in combination with the actual situation of the company in accordance with the provisions of laws, regulations, normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “guidelines for standardized operation”) and the provisions of Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) articles of Association (hereinafter referred to as the “articles of association”).
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 investor relations management of the company 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:
(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 4 the management of investor relations of the company shall strictly abide by relevant laws, administrative regulations, departmental rules, normative documents and relevant provisions of Shenzhen Stock Exchange. It shall take the publicly disclosed information as the exchange content, and shall not disclose or disclose the undisclosed major information in any way.
Chapter II principles and objectives of investor relations
Article 5 the basic principles of investor relations 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 comply with the national laws and regulations and the provisions of the securities regulatory authorities and Shenzhen 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, the company shall pay attention to the confidentiality of unpublished information and other internal information. In case of any disclosure, the company shall disclose it in a timely manner 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 to 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.
Article 6 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.
Chapter III object and content of investor relations management
Article 7 working objects of investor relations management:
(I) investors (including registered investors and potential investors of the company);
(II) securities analysts and industry analysts;
(III) financial media, industry media and other media;
(IV) securities regulatory authorities and other relevant government departments;
(V) other relevant individuals and institutions.
Article 8 the main contents of communication between the company and investors in investor relations work 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) cultural construction of the company;
(VI) other relevant information of the company.
Chapter IV Organization and responsibilities of investor relations management
Article 9 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 avoid speaking on behalf of the company in investor relations activities, and shall not release or disclose the undisclosed major information of the company through websites, blogs, microblogs and other forms without authorization.
The company shall assume the primary responsibility for handling investors’ complaints, improve the complaint handling mechanism, and disclose the handling process and handling situation. Disputes between the company and investors can be settled through negotiation, submitted to a professional mediation institution for securities and futures disputes for mediation, applied to an arbitration institution for arbitration or brought a lawsuit to the people’s court. Article 10 the board secretary office is the functional department of the company’s investor relations management and is responsible for the daily work of investor relations management.
Article 11 the main responsibilities of investor relations include:
(I) analysis and research. Statistical analysis of the number, composition and changes of investors and potential investors; Continuously pay attention to the opinions, suggestions, reports and other information of investors and media, and feed back to the board of directors and management of the company in time;
(II) 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, keep regular contact with institutional investors and small and medium-sized investors, and improve investors’ participation in the company;
(III) public relations.
Establish and maintain good public relations with stock exchanges, industry associations, media, other listed companies and relevant institutions; Cooperate with relevant departments of the company to put forward and implement effective treatment plans after major events such as litigation, major reorganization, changes in key personnel, changes in stock trading and major changes in business environment, and actively maintain the public image of the company;
(IV) other work conducive to improving investor relations.
Article 12 the employees of investor relations management, facing the investors of the company, are the window for the company to release information and establish the overall image of the company. They should have the following qualities and skills:
(I) be familiar with the company’s production and operation, financial situation, product planning, development strategy, etc., and have a relatively comprehensive and in-depth understanding of the company;
(II) have a good knowledge structure and be familiar with corporate governance, finance, law, finance and other relevant laws and regulations;
(III) be familiar with domestic and foreign securities markets and understand the operation mechanism of domestic and foreign securities markets;
(IV) good communication and marketing skills;
(V) have good conduct and professional ethics, be honest and trustworthy, and have strong coordination ability and adaptability;
(VI) have strong writing ability and be able to prepare various information disclosure manuscripts such as annual report, interim report and quarterly report;
(VII) have a good sense of confidentiality.
Article 13 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 14 the company may employ a professional investor relations institution to assist in the implementation of investor relations.
Article 15 the company may take appropriate measures to train all employees, especially directors, supervisors, senior managers and heads of relevant departments on relevant knowledge of investor relations. When carrying out major investor relations promotion activities, special training can also be done. To improve their ability to communicate with specific objects, enhance their understanding of relevant laws and regulations, business rules and regulations, and establish the awareness of fair disclosure.
Chapter V reception and promotion of investors
Article 16 reception and promotion work refers to the work of the company to strengthen communication between the company and investors and enhance investors’ understanding of the company by accepting investor relations activities such as investor research, analyst meetings, roadshows, media interviews, performance explanation meetings, press conferences, one-to-one communication, shareholders’ meetings, websites, on-site visits, telephone consultation and so on.
Article 17 the company shall follow the principle of objective, fair and complete publicity and avoid misleading the actual work of the company.
Article 18 the company shall try its best to avoid receiving on-site research and media interviews from investors within 30 days before the disclosure of the annual report and semi annual report.
Article 19 when the company (including directors, supervisors, senior managers and other personnel representing the company) and relevant information disclosure obligors accept investors’ research, communication, interview and other activities, or carry out external publicity, promotion and other activities, they shall not publish or disclose undisclosed major information in any form, but only publicly disclosed information and undisclosed non-material information. Otherwise, the company shall immediately publicly disclose the undisclosed material information.
When answering investors’ questions, relevant receptionists of the company should pay attention to the authenticity and accuracy of the answers, and try to avoid using predictive words.
Article 20 when the company conducts investor relations activities through shareholders’ meeting, website, analyst meeting, performance description meeting, roadshow, one-to-one communication, on-site visit and telephone consultation, it shall treat all investors equally, create opportunities for small and medium-sized investors to participate in the activities, ensure the smooth flow of relevant communication channels and avoid selective information disclosure.
Article 21 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 meetings, analyst meetings and roadshows. 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 22 the company shall hold investor relations activities such as performance presentation, analyst meeting and roadshow. In order to enable all investors to have the opportunity to participate, the way of online live broadcasting can be adopted. In case of live webcast, the company shall make an announcement in advance to explain the time, mode, place, website, list of attendees and theme of investor relations activities.
Article 23 when institutional investors, analysts, news media and other specific objects come to the company for on-site visit, discussion and communication, they shall make an appointment with the Securities Department of the company and receive them with the consent of the Secretary of the board of directors. The reception shall be attended by the Secretary of the board of directors or securities affairs representative. If necessary, the Secretary of the board of directors can assign special personnel to cooperate with the visit and answer the questions of the visitors. The company shall reasonably and properly arrange the visit process to avoid visitors having the opportunity to obtain unpublished information.
Article 24 the directors, supervisors, senior managers, subsidiaries and departments of the company shall inform the Secretary of the board of directors before accepting the interview and research of specific objects, and the Secretary of the board of directors shall properly arrange the interview or research process. The interviewees or investigators shall form a written record of the investigation process and contents of the talks, and jointly sign with the interviewees or investigators for confirmation, and the Secretary of the board of directors shall sign for confirmation.
Article 25 before carrying out investor relations activities, the company has the right to require specific objects to inform relevant materials such as research and interview outline in writing in advance, and prepare replies according to the outline.
Article 26 the company shall establish an information disclosure for future reference registration system to record in detail the research, communication, interview, publicity, promotion and other activities of receiving or inviting specific objects. The contents shall at least include: time, place, method (written or oral), names of both parties, contents about the company discussed in the activities, relevant materials provided, etc. The company shall disclose the information disclosure and registration for future reference in the periodic report.
Article 27 in case of direct communication between the company and specific objects, in addition to being invited to participate in the investment strategy analysis meeting held by the Research Institute of securities companies and other institutions, the company shall require the specific objects to issue unit certificates, certificates and other materials, and require them to sign a letter of commitment.
The letter of commitment shall at least include the following contents:
(I) not deliberately inquire into the material information not disclosed by the company, and not communicate or inquire with personnel other than the designated personnel of the company without the permission of the company;
(II) do not disclose the undisclosed material information obtained unintentionally, and do not use the obtained undisclosed material information to buy or sell or suggest others to buy or sell the company’s securities and derivatives;
(III) do not use unpublished material information in research reports, press releases and other documents such as investment value analysis reports, unless the company discloses the information at the same time;
(IV) if profit forecast and stock price forecast are involved in research reports, press releases and other documents such as investment value analysis report, indicate the source of data, and do not use subjective assumptions and data lacking factual basis;
(V) inform the company before the investment value analysis report and other research reports, press releases and other documents are released or used;
(VI) clarify the responsibility for breach of commitment.
If a specific object refuses to provide or provide false identification materials, the company shall refuse to receive, depending on the seriousness of the case
