Investor relations management system
Chapter I General Provisions
Article 1 in order to further strengthen the communication between Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as “the company”) and investors and potential investors (hereinafter referred to as “investors”), promote investors’ understanding of the company, further improve the corporate governance structure, maximize the value of the company and the interests of shareholders, and improve the quality of listed companies, according to the company law of the people’s Republic of China The securities law of the people’s Republic of China, the opinions of the State Council on further improving the quality of listed companies, the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, the working guidelines on the relationship between listed companies and investors, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association of the company, This system is formulated in combination with the actual situation of the company.
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, 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 the purpose of investor relations management:
(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 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.
Article 5 the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall attach great importance to and actively participate in and support the management of investor relations.
Chapter II Contents and methods of investor relations management
Article 6 working objects of investor relations management:
(I) investors;
(II) securities analysts and industry analysts;
(III) financial media, industry media and other media;
(IV) other relevant institutions.
(V) regulatory authorities and other relevant institutions.
Article 7 contents of communication between the company and investors in investor relations management:
(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) environmental, social and governance information of the company;
(V) 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 guarantee, major contracts, related party transactions, major litigation or arbitration, changes in management and changes in major shareholders;
(VI) corporate culture construction;
(VII) ways, means and procedures for the exercise of shareholders’ rights;
(VIII) information on the handling of investors’ demands;
(IX) risks and challenges that the company is facing or may face;
(x) other relevant information of the company.
Article 8 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 should be convenient for investors to participate. The company shall timely find and remove obstacles affecting communication.
On the premise of complying with the information disclosure rules, the company can establish a major event communication mechanism with investors, and fully communicate and negotiate with investors in various ways when formulating major plans involving shareholders’ rights and interests.
Article 9 the information to be disclosed by the company in accordance with 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 10 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 11 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 China Investor network and the investor relations interactive platform of the stock exchange to carry out investor relations management activities. The company can carry out investor relations management activities through the new media platform. The established new media platform and its access address shall be publicized in the investor relations column of the company’s official website and updated in time.
Article 12 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.
Article 13 the company shall set up a special investor consultation telephone and fax. The consultation telephone shall be in the charge of a special person 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 as soon as possible. The company can use the network and other modern communication tools to carry out regular or irregular exchange activities conducive to improving investor relations.
Article 14 the company may arrange investors, fund managers and analysts to visit, discuss and communicate with the company on site. The company shall reasonably and properly arrange the visit process, so that the visitors can understand the business and operation of the company, and pay attention to avoid the visitors having the opportunity to get important information that is not disclosed.
Article 15 the company shall give full consideration to the time, place and manner 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. 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 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 company’s business status, development strategy, production and operation, financial status, dividends, 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 in addition to performing the obligation of information disclosure according to law, the company shall actively hold an investor briefing meeting 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.
When a company holds an investor briefing meeting, it shall make a public announcement in advance and disclose the situation of the briefing meeting in time afterwards. The details shall be stipulated by the stock exchange. 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 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 19 the company can communicate and exchange the company’s situation, answer questions and listen to relevant opinions and suggestions through roadshows, analyst meetings and other means.
Article 20 the company may send the company’s announcements, including regular reports and interim reports, to investors, analysts and other relevant institutions and personnel.
Article 21 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. There shall be no false records, misleading statements or major omissions.
Article 22 on the premise of complying with the information disclosure rules, the company establishes a communication mechanism with investors on major matters, and fully communicates and negotiates with investors through 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.
Article 23 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 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.
Chapter III Organization and implementation of investor relations management
Article 25 the company determines that the Secretary of the board of directors shall be responsible for the management of investor relations. No one may conduct investor relations management activities without the consent of the board of directors or the Secretary of the board of directors. The Secretary of the board of directors of the company is fully responsible for the management of the company’s investor relations, and 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. 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 26 the company appoints the securities department as the full-time department for investor relations management to be responsible for the company’s investor relations management.
Article 27 the company shall formulate the working system and working norms of investor relations management in combination with the actual situation of the company.
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 number, composition and changes of the company’s investors;
(VIII) other work conducive to improving investor relations.
Article 29 the company shall establish a good internal coordination mechanism and information collection system. The department or personnel responsible for investor relations management shall timely collect the production and operation, finance, litigation and other information of each department and its subordinate companies, and all departments and subordinate companies of the company shall actively cooperate.
Article 30 the company, its controlling shareholders, actual controllers, directors, supervisors, senior managers and staff shall not be under the following circumstances in the management activities of investor relations:
(I) disclose or publish the information of major events that have not been disclosed, or the information that conflicts with the information disclosed according to law;
(II) disclosing or publishing misleading, false or exaggerated information;
(III) selectively disclose or release information, or there are major omissions;
(IV) make predictions or commitments on the company’s securities prices;
(V) speak on behalf of the company without explicit authorization;
(VI) discrimination, contempt and other acts that unfairly treat minority shareholders or cause unfair disclosure;
(VII) violating public order and good customs and damaging social and public interests;
(VIII) other illegal acts that violate the provisions on information disclosure or affect the normal trading of the company’s securities and their derivatives.
Article 31 the company may employ a professional investor relations management organization to assist in the implementation of investor relations management.
Article 32 the company’s personnel engaged in investor relations management shall have the following qualities and skills:
(I) fully understand the company and its industry;
(II) good professional skills
