Beijing Scitop Bio-Tech Co.Ltd(300858)
Measures for the administration of investor relations
Chapter I General Provisions
Article 1 in order to strengthen the information communication between Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”) and investors, improve the corporate governance structure and effectively protect the legitimate rights and interests of investors, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the management of investor relations of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “regulatory guidelines for standardized operation”) These measures are formulated in accordance with the requirements of relevant laws, regulations and normative documents, as well as the relevant provisions of the Beijing Scitop Bio-Tech Co.Ltd(300858) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 investor relations management refers to the relevant activities that the company strengthens communication with investors and potential investors by facilitating the exercise of shareholders’ rights, information disclosure, interactive communication 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 investor relations management shall strictly abide by relevant laws, administrative regulations, departmental rules, normative documents, listing rules, regulatory guidelines for standardized operation and other relevant provisions of Shenzhen Stock Exchange, and shall not release or disclose undisclosed material information in any way in investor relations activities.
Article 4 the management of investor relations shall embody the principles of fairness, impartiality and openness, objectively, truly, accurately and completely introduce and reflect the actual situation of the company, and avoid misleading investors’ decision-making due to excessive publicity.
Article 5 when carrying out investor relations management activities, the company shall take the publicly disclosed information as the exchange content, and shall not disclose or disclose the undisclosed major information in any way.
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 6 the company shall regularly conduct systematic training on investor relations management for controlling shareholders, actual controllers, directors, supervisors, senior managers and relevant employees, improve their ability to communicate with specific objects, enhance their understanding of relevant laws and regulations, business rules and rules, and establish the awareness of fair disclosure. Chapter II Basic Principles of investor relations management
Article 7 basic principles of investor relations management:
(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.
Chapter III contents and methods of investor relations
Article 8 in the work of investor relations, 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;
(V) cultural construction of the company;
(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 9 the company shall carry out investor relations management through multiple channels, platforms and methods. Through the company’s official website, new media platform, telephone, fax, e-mail, investor education base and other channels, and using the network infrastructure platforms of China Investor network and stock exchanges and securities registration and settlement institutions, we can communicate with investors by means of shareholders’ meeting, investor briefing, roadshow, analyst meeting, reception and visit, discussion and exchange, etc. The way of communication and exchange shall facilitate the participation of investors, and the company shall timely find and remove the obstacles affecting communication and exchange.
When a specific object visits the company’s site for 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.
When communicating with specific objects, the company shall make relevant records. The company shall file and properly keep the above records, on-site recordings, presentations, documents (if any) provided to the other party and other documents. The specific objects mentioned in these Measures refer to institutions and individuals that are easier to contact the subject of information disclosure than ordinary small and medium-sized investors, have more information advantages, and are likely to use relevant information for securities trading or dissemination of relevant information, including:
(I) institutions, individuals and their affiliates engaged in securities analysis, consulting and other securities services; (II) institutions, individuals and their affiliates engaged in securities investment;
(III) shareholders holding or controlling more than 5% of the company’s shares and their affiliates;
(IV) news media, journalists and their affiliates;
(V) other institutions or individuals recognized by Shenzhen Stock Exchange.
Article 10 the company and other information disclosure obligors shall perform the obligation of information disclosure in a timely and fair manner in strict accordance with the provisions of laws and regulations, self-discipline rules and the articles of association. The information disclosed shall be true, accurate, complete, concise, clear and easy to understand, and there shall be no false records, misleading statements or major omissions.
Article 11 when the company conducts investor relations activities through shareholders’ meeting, website, analyst briefing, performance briefing, 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 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.
Article 13 the information disclosed by the company in other public media shall not precede the designated newspapers and designated websites, 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 14 the company shall strengthen the construction, operation and maintenance of investors’ network communication channels, set up investor relations columns on the company’s official website, collect and respond to investors’ inquiries, complaints and suggestions, and timely publish and update relevant information on investor relations management.
The company shall actively use the public welfare network infrastructure such as the China Investor network and the investor relations interactive platform of the stock exchange to carry out investor relations management activities..
Article 15 the company shall set up special consultation telephone and fax for investors to ensure effective communication with investors. A specially assigned person familiar with the situation shall be responsible for the consultation telephone to ensure that the line is unblocked and answered carefully during working hours. Article 16 the company shall publish the company’s website and consultation telephone number in the periodic report according to the regulations. When the website or consultation telephone number is changed, the company shall make an announcement in time. The company shall give full consideration to the time, place and mode of the general meeting of shareholders, provide convenience for shareholders, especially small and medium-sized 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.
Communication and extensive consultation.
Article 17 before the general meeting of shareholders deliberates the specific cash dividend scheme, the company shall actively communicate and exchange with shareholders, especially the small and medium-sized shareholders through various channels, fully listen to the opinions and demands of the small and medium-sized shareholders, and timely reply to the problems concerned by the small and medium shareholders.
Article 18 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 publish the material information of the company that has not been disclosed in the performance statement meeting or one-on-one communication. The company shall equally provide the relevant information provided to other investors.
Article 19 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. Article 20 in addition to performing 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.
Article 21 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 are highly concerned or questioned by the market;
(V) other circumstances where an investor briefing meeting should be held.
Article 22 the company can help more investors understand the major information disclosed by the company in a timely and comprehensive manner by holding press conferences, investor talks, online briefings and other means. 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 above informal announcement methods include: shareholders’ meeting, press conference and product promotion meeting; 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 Shenzhen Stock Exchange.
Article 23 when the company accepts the research of institutions and individuals engaged in securities analysis, consulting and other securities services, institutions and individuals engaged in securities investment (hereinafter referred to as research institutions and individuals), it shall properly carry out the relevant reception work and perform the corresponding information disclosure obligations according to the regulations.
Article 24 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 25 the company shall establish a post verification procedure to accept the investigation, clarify the response measures and treatment process for the disclosure of undisclosed major information, and require the investigation institutions and individuals to inform the company of the investment value analysis report and other research reports, press releases and other documents formed based on communication before release or use.
Article 26 the company shall actively support and cooperate with investors in the exercise of shareholders’ rights according to law, as well as various activities to safeguard the legitimate rights and interests of investors, such as investor protection institutions’ shareholding and exercise of rights, public collection of shareholders’ rights, dispute mediation, representative litigation and so on.
In case of any dispute between the investor and the company, both parties may apply to the mediation organization for mediation. Where an investor requests mediation, the company shall actively cooperate.
Article 27 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.
Chapter IV Organization and implementation of investor relations
Article 28 the main responsibilities of the company’s investor relations management 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) cooperate and support investor protection institutions to carry out relevant work to safeguard the legitimate rights and interests of investors;
(VII) statistical analysis of the composition and number of investors;
(VIII) carry out other activities conducive to improving investor relations.
Article 29 the Secretary of the board of directors is the person in charge of investor relations management, responsible for organizing and coordinating the management of investor relations, and the securities department is responsible for the specific undertaking and implementation. At the same time, special staff are designated to carry out the management of investor relations. 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 relations management.
Article 30 the company and its controlling shareholders, actual controllers, directors, supervisors, senior managers and staff shall not appear in investor relations management activities
