Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Investor relations management system
Chapter I General Provisions
Article 1 in order to standardize the management of investor relations of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company”), further protect the legitimate rights and interests of investors, establish a good communication relationship of timely and mutual trust between the company and investors, and improve corporate governance, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, and the guidelines for the management of investor relations of listed companies This system is formulated in accordance with the relevant laws, administrative regulations, normative documents and the relevant provisions of the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”) such as the guidelines for the supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Article 2 investor relations management refers to the relevant activities that the company strengthens the communication with investors and potential investors by facilitating the exercise of shareholders’ rights, information disclosure, interaction and exchange and appeal processing, so as to enhance investors’ understanding and recognition of the company, so as to improve the level of corporate governance and the overall value of the enterprise, and realize the purpose of respecting investors, rewarding investors and protecting investors.
Article 3 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 4 the company’s investor relations management shall follow the following principles:
(I) compliance principle. The company’s investor relations management shall be carried out on the basis of fulfilling the obligation of information disclosure according to law, and shall comply with laws, regulations, rules and normative documents, industry norms and self-discipline rules, the company’s internal rules and regulations, as well as the code of ethics and code of conduct generally observed in the industry.
(II) principle of equality. When carrying out investor relations management activities, the company shall treat all investors equally, especially create opportunities and facilitate the participation of small and medium-sized investors.
(III) initiative principle. The company shall actively carry out investor relations management activities, listen to the opinions and suggestions of investors and respond to the demands of investors in a timely manner.
(IV) the principle of honesty and trustworthiness. In the investor relations management activities, the company should pay attention to integrity, stick to the bottom line, standardize operation and take responsibility, so as to create a healthy and good market ecology.
Article 5 the board of directors and management of the company shall attach great importance to investor relations and actively carry out investor relations management. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall attach great importance to, actively participate in and support the management of investor relations.
Chapter II objects, contents and methods of investor relations
Article 6 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) regulatory authorities and other relevant institutions.
Article 7 the communication between the company and investors mainly includes:
(I) development strategy of the company;
(II) contents of legal information disclosure;
(III) operation and management information of the company;
(IV) environmental, social and governance information of the company; 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) ways, means and procedures for the exercise of shareholders’ rights;
(VII) information on handling investors’ demands;
(VIII) risks and challenges that the company is or may face;
(IX) other relevant information of the company.
Article 8 the company shall carry out investor relations management through multiple channels, platforms and methods. Exchange information with investors through the official website, e-mail and other channels, such as the official website, e-mail of the stock exchange and the registration of new investors, and exchange information with investors through the website, e-mail and other channels of the stock exchange. The way of communication and exchange shall facilitate the participation of investors, and the company shall timely find and understand the obstacles affecting communication and exchange.
Article 9 the newspaper designated for the company’s information disclosure is China Securities News. The designated website for information disclosure of the company is Shenzhen Stock Exchange http://www.szse.cn. And tide information network http://www.cn.info.com.cn. 。
The information that should be disclosed according to laws and regulations, securities regulatory authorities and stock exchanges must be published in the designated newspapers and websites for information disclosure at the first time.
Article 10 the company may disclose the company’s information in other public media and accept media interviews, but shall not precede the designated newspapers and designated websites. The company shall not replace the company’s announcement in the form of press conference 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 11 the company shall try its best to avoid carrying out investor relations activities 15 days before the disclosure of periodic reports, so as to prevent the disclosure of undisclosed major information.
Article 12 for major unpublished information, the company shall avoid disclosing relevant information in the form of media interviews and other news. Avoid providing relevant information or details to a news media before formal disclosure.
Article 13 the company shall give full consideration to the time, place and manner of the general meeting of shareholders, provide convenience for shareholders, especially minority shareholders, to attend the general meeting of shareholders, and provide necessary time for investors to speak, ask questions and communicate with directors, supervisors and senior managers of the company. The general meeting of shareholders shall provide online voting. The company can fully communicate with investors and widely solicit opinions after making an announcement in accordance with the information disclosure rules and before the general meeting of shareholders.
Article 14 the company shall strengthen the construction, operation and maintenance of investors’ network communication channels, which shall be posted on the company’s website（ http://www.pljt.com./ ）Set up a special column on investor relations to collect and respond to investors’ inquiries, complaints and suggestions, and timely publish and update information related to investor relations management. The company shall actively take advantage of the investor relations management activities of China Investor network and stock exchanges.
The company carries out investor relations management activities through the new media platform, publicizes them in the investor relations column of the company’s official website and updates them in time.
Article 15 the company will enrich and timely update the content of the company’s website, and place the company profile, product introduction, information disclosure, company system, stock market and other information concerned by investors on the company’s website.
Article 16 after the disclosure of the annual report, the company shall timely hold a performance explanation meeting in accordance with the provisions of the CSRC and the stock exchange to explain the industry situation, development strategy, production and operation, financial situation, dividend situation, risks and difficulties and other contents concerned by investors. The company shall solicit investors’ questions in advance when holding the performance presentation meeting, and pay attention to the effect of communication and interaction with investors, which can be in the form of video, voice and so on.
Article 17 according to the needs of shareholders or when the Company deems it necessary, it can conduct one-to-one communication with investors and analysts on the company’s operation, financial status and other matters, introduce the situation, answer questions and listen to relevant suggestions.
In addition to fulfilling the obligation of information disclosure according to law, the company shall actively hold investor briefing meetings in accordance with the provisions of the CSRC and the stock exchange to introduce the situation, answer questions and listen to suggestions to investors. The investor briefing includes performance briefing, cash dividend briefing, major event briefing, etc. Under normal circumstances, the chairman or general manager shall attend the investor briefing. If he is unable to attend, he shall publicly explain the reasons.
The company shall report in advance when holding the investor briefing meeting, and timely disclose the information of the briefing meeting afterwards. The investor briefing meeting shall be held in a way that is convenient for investors to participate. If it is held on site, it is encouraged to broadcast it live through networks and other channels.
Article 18 according to the requirements put forward by investors and analysts, the company can arrange on-site visits, discussion and communication to make them understand the business and operation, and pay attention to avoid visitors having the opportunity to get important information that is not disclosed by the company.
Article 19 the company needs to set up the contact telephone, fax and e-mail of investors, which shall be in the charge of a special person familiar with the situation, so as to ensure that the line is unblocked during working hours, carefully and friendly answer and receive, and feed back to investors in an effective form. In case of any change of number and address, it shall be announced in time. In case of major events or other necessary circumstances, the company shall open multiple telephones to answer investor inquiries.
Article 20 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 answers can infer undisclosed material information, the company may refuse to answer.
Article 21 the company shall not provide unpublished material information when communicating with investors on the company’s operation, financial status and other matters through performance description meetings, analyst meetings, roadshows and other means.
Article 22 after the performance presentation meeting, analyst meeting and roadshow, the company shall timely place the main contents on the company’s website or disclose them in the form of announcement.
Article 23 Where a company intends to issue new shares or convertible corporate bonds, it shall hold an investor briefing meeting within five days after issuing the notice of convening the general meeting of shareholders to explain in detail the necessity of refinancing, the specific issuance plan, the feasibility of using the raised funds, the use of the previously raised funds, etc.
Article 24 the company shall bear the primary responsibility for handling the demands put forward by investors to the company, handle them according to law and reply to investors in time.
Article 25 under the following circumstances, the company shall hold an investor briefing in accordance with the provisions of the CSRC and the stock exchange:
(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 undisclosed major events after verification;
(IV) major events related to the company have received high attention or doubts from the market;
(V) other circumstances where an investor briefing meeting should be held.
Article 26 the company shall establish a communication mechanism for major matters with investors. When formulating major plans involving shareholders’ rights and interests, according to the information disclosure rules, after the announcement is made and before the general meeting of shareholders, fully communicate with investors and widely solicit opinions through on-site or online investor exchange meetings, 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 participate in relevant activities.
Article 27 the company shall establish a complete filing system for investor relations activities, which shall be filed in electronic or paper form. When carrying out various activities of investor relations management, the company shall record the activities and communication contents in the form of words, charts, audio and video, and record them in the archives of investor relations management. The archives of investor relations activities shall at least include the following contents:
(I) participants, time and place of investor relations activities;
(II) contents discussed in investor relations activities;
(III) handling process and responsibility bearing of undisclosed major information disclosure (if any);
(IV) 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.
Chapter III Organization and implementation of investor relations
Article 28 the Secretary of the board of directors of the company is the person in charge of the management of investor relations of the company and is responsible for the overall coordination and arrangement of the management of investor relations. The Secretary of the board of directors of the company is responsible for planning, arranging and organizing various investor relations management activities, organizing the formulation and implementation of the company’s investor relations management system under the condition of in-depth understanding of the company’s business status and development strategy. Article 29 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 to enhance their understanding of relevant laws and regulations, relevant rules of stock exchanges and rules and regulations of the company.
Article 30 the company shall set up the Secretary office as the daily management department of investor relations, specifically undertake the daily management of investor relations, and assign special personnel to be responsible for the daily affairs of investor relations management of the company. No one may engage in investor relations activities without the consent of the Secretary of the board of directors.
The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall provide convenience for the Secretary of the board of directors to perform the duties of investor management.
Article 31 the investor relations management of the company shall objectively, truly, accurately and completely introduce and reflect the actual situation of the company, so as to avoid misleading investors caused by excessive publicity.
Article 32 the main responsibilities of investor relations include:
(I) formulate investor relations management system and establish working mechanism;
(II) organize investor relations management activities to communicate with investors;
(III) organize timely and proper handling of investor consultation, complaints, suggestions and other demands, and regularly feed back to the board of directors and management of the company;
(IV) manage, operate and maintain relevant channels and platforms for investor relations management;
(V) guarantee investors to exercise shareholders’ rights according to law;
(VI) supporting investment
