Beijing Quanshi World Online Network Information Co.Ltd(002995)
Investor relations management system
April, 2002
catalogue
Chapter I General Provisions Chapter II investor relations management department, person in charge and responsibilities Chapter III information disclosure of the company Chapter IV investor relations activities nine
Section I general meeting of shareholders nine
Section 2 website and other information exchange equipment nine
Section III analyst meeting, performance presentation and roadshow ten
Section 4 one to one communication twelve
Section V site visit twelve
Section 6 news media and advertising Chapter V relevant institutions and individuals of investor relations management thirteen
Section 1 investor relations advisor thirteen
Section 2 securities analysts and fund managers 13 Chapter VI Supplementary Provisions fourteen
Chapter I General Provisions
Article 1 in order to standardize the management of investor relations of Beijing Quanshi World Online Network Information Co.Ltd(002995) (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 (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This system is formulated in accordance with relevant laws, administrative regulations and normative documents such as the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the management of investor relations of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the relevant provisions of Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association").
Article 2 investor relations management refers to the relevant activities of listed companies to strengthen 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 listed companies, so as to improve the governance level of listed companies and the overall value of enterprises, and realize the purpose of respecting investors, rewarding investors and protecting investors.
The term "investors" as mentioned in this system includes investors in the company's registered and potential stocks, bonds and other securities issued by the company.
Article 3 the objectives of investor relations management are:
(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 main contents of communication between the company and investors include:
(I) development strategy of the company;
(II) contents of legal information disclosure;
(III) operation and management letter 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;
(x) other relevant information of the company.
Article 5 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 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 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 6 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 7 the company and its controlling shareholders, actual controllers, directors, supervisors, senior managers and staff shall not be under the following circumstances in investor relations management activities:
(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) unfair treatment or contempt of minority shareholders;
(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 8 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.
The company does not publicly make expectations or commitments on the trend of the company's stock price.
Article 9 when carrying out investor relations activities, the company shall pay attention to the confidentiality of unpublished information and internal information, so as to avoid and prevent the disclosure of secrets and related insider trading.
Article 10 unless expressly authorized and trained, directors, supervisors, senior managers and other employees of the company shall avoid speaking on behalf of the company in investor relations activities.
Chapter II investor relations management department, person in charge and responsibilities
Article 11 the chairman of the company is the first person in charge of investor relations management. He is fully responsible for the management of investor relations of the company, and presides over and participates in major investor relations activities of the company according to relevant regulations, including shareholders' meeting, performance conference, press conference and roadshow promotion.
Article 12 the Secretary of the board of directors is the daily person in charge of the company's investor relations management, responsible for organizing and coordinating the company's investor relations management, and coordinating the information communication between the company and securities regulatory authorities, shareholders and actual controllers, intermediaries, media, etc.
Article 13 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, and shall provide convenience for the Secretary of the board of directors to perform the duties of investor relations management.
Article 14 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) carry out other activities conducive to improving investor relations
Article 15 the main responsibilities of the daily person in charge of investor relations management include:
(I) the investor relations work plan of the company for the next year shall be formulated at the end of the previous year after a comprehensive understanding of the company's operation and management, business status and development strategy, and shall be implemented after being submitted to the first person in charge for approval;
(II) be responsible for planning, arranging, organizing and participating in various investor relations activities;
(III) be responsible for formulating the work management measures and implementation rules of the company's investor relations management, reporting to the board of directors or the general meeting of shareholders for approval, and being responsible for the specific implementation and implementation;
(IV) formulate the evaluation and assessment system of the company's investor relations work;
(V) be responsible for the comprehensive and systematic training of the company's senior managers and relevant personnel on investor relations management;
(VI) provide targeted training and guidance to the company's senior managers and relevant personnel before carrying out investor relations activities;
(VII) continuously pay attention to all kinds of information about the company on the news media and the Internet and feed back to the board of directors and management of the company in time.
(VIII) other functions and powers related to investor relations management granted by the general meeting of shareholders, the board of directors and the first person in charge of investor relations management of the company.
Article 16 the company shall set up the securities investment department as the full-time department for the daily management of investor relations, specifically undertaking the daily management of investor relations, and assign special personnel to be responsible for the daily affairs of investor relations management of the company.
Article 17 the main responsibilities of the daily management department of investor relations of the company are:
(I) collect the company's production, operation, finance and other relevant information, and timely, accurately and completely disclose the information related to investors' investment decisions;
(II) preparing for the general meeting of shareholders;
(III) answering investors' inquiries by means of telephone, e-mail, fax and receiving visits; (IV) organize analysis and explanation meetings and other activities on a regular basis or in case of major events, and timely and fully communicate with investors;
(V) set up investor relations management columns such as company announcements and periodic reports on the company's website to disclose information online to facilitate investors' inquiry;
(VI) keep regular contact with institutional investors and small and medium-sized investors to improve the exercise of investors' rights; (VII) strengthen cooperation with designated information disclosure media, guide media reports, and arrange interviews and reports by senior managers and other important personnel;
(VIII) track and study the development strategy, operation status, industry dynamics and relevant laws and regulations of the enterprise, and communicate with investors in appropriate ways;
(IX) keep regular contact with regulatory authorities, industry associations and stock exchanges to form a good communication relationship;
(x) maintain good cooperation and exchange relations with investor relations management departments of other listed companies, professional investor relations management consulting companies, financial public relations companies, etc;
（11） Investigate and study the investor relations of the company and write research reports reflecting the investor relations for the reference of the company's decision-making level;
（12） Other matters assigned by the person in charge of investor relations management.
Article 18 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 19 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 20 the company's personnel engaged in investor relations management need to have the following qualities and skills: (I) good conduct and professional quality, honesty and trustworthiness;
(II) good professional knowledge structure, familiar with relevant laws and regulations such as corporate governance, financial accounting and the operation mechanism of securities market;
(III) good communication and coordination skills;
(IV) fully understand the company and its industry.
Article 21 the company shall establish and improve the archives of investor relations management, which shall be archived 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 retention period of investor relations management archives is 10 years.
Chapter III company information disclosure
Article 22 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. The company performs its obligation of information disclosure mainly through announcements (including regular reports and interim reports) that meet the requirements of the China Securities Regulatory Commission and the stock exchange.
The company shall try its best to avoid investor relations activities 30 days before the disclosure of periodic reports to prevent the disclosure of undisclosed major information.
Article 23 the company can voluntarily disclose information other than the information required to be disclosed by current laws, regulations and relevant normative documents through various activities and methods of investor relations management.
Article 24 the company shall follow the principle of fair disclosure and provide all investors of the company with equal opportunities to obtain the same quality and amount of information, so as to ensure that all institutional, professional and individual investors can carry out investment activities under the same conditions and avoid selective information disclosure.
The company shall avoid disclosing major information that has not been publicly disclosed to the shareholders, institutional investors, professional securities analysis institutions, news media or other institutions or personnel who call, write or visit.
Article 25 the company shall abide by the principle of good faith and continuously make voluntary information disclosure on the company's business status, business plan, business environment, strategic planning and development prospects in investor relations activities, so as to help investors make rational investment judgment and decision-making.
Article 26 the company shall
