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TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II CONTENTS AND WAYS FOR THE WORK OF RELATIONSHIP WITH INVESTORS CHAPTER III ORGANIZATION AND EXECUTION OF THE WORK OF RELATIONSHIP WITH INVESTORS CHAPTER IV SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1£® For the purposes of further implementing Some Opinions of the State Council on Promoting the Reform, Opening and Steady Growth of the Capital Market, intensifying the information communication between the listed companies (hereinafter referred to the companies) and investors, improve the corporate governance structure, actually protect the lawful rights and interests of the investors, especially the general public investors, these Guidelines are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other relevant laws and regulations. Article 2. The work of relationship with investors refers to the important work that the listed companies, through information disclosure and communication, strengthen the communication with investors and prospective investors, enhance the investors' knowledge about and recognition of the listed companies, uplift the corporate governance level so as to maximize the overall interests of the companies and to protect the lawful rights and interests of the investors. Article 3. The purposes of the work of relationship with investors are: (1)To promote the good relationship between the companies and investors and enhance the investors' knowledge about and familiarity with the companies; (2)To establish a steady and good basis for investors so as to obtain the long-term market support; (3)To form an enterprise culture that serves and respects investors; (4)To promote the investment concept ¨C maximization of the overall interests of the companies along with the increase of the wealth of shareholders; and (5)To increase the transparency of company information disclosure and improve the corporate governance. Article 4. The basic principles for the work of relationship with investors are: (1)The principle of full information disclosure. Besides the mandatory information disclosure, a company may, on its own initiative, disclose other relevant information about which investors are concerned; (2)The principle of regulation-compliance information disclosure. A company shall abide by the laws and regulations of the state, and provisions of the securities regulatory department and the bourses on the information disclosure by listed companies so as to ensure the truthfulness, exactness, completeness and timeliness of the disclosed information. When a company carries out the work of relationship with investors, it shall pay attention to keep confidential the undisclosed information and other internal information. In the event that any secret is divulged, the company shall disclose it according to the relevant provisions; (3)The principle of providing investors with equal opportunities. A company shall equally treat all its shareholders and prospective investors and shall avoid selective information disclosure; (4)The principle of good faith. A company's work of relationship with investors shall be objective, true and correct, and shall avoid excessive publicity and any misleading act; (5)The principle of high efficiency and low cost. When selecting an approach for the work of relationship with investors, a company shall fully consider the uplift of communication efficiency and reduction of the communication cost; and (6)The principle of mutual communication. A company shall, on its own initiative, solicit the opinions and suggestions of investors and shall realize the mutual communication between itself and the investors so as to form a good mutual communication system. Article 5. These Guidelines shall be the basic behavioral guide to the work of relationship between companies and investors. The companies are encouraged to actively carry out the work of relationship with investors by following these Guidelines. The companies, especially their management level, shall attach great importance to the work of relationship with investors. CHAPTER II CONTENTS AND WAYS FOR THE WORK OF RELATIONSHIP WITH INVESTORS Article 6. In the work of relationship with investors, the main contents that should be communicated between a company and its investors are: (1)the development strategy of the company, including the company's development trend and planning, competition strategies and operating policies; (2)the statutory information disclosure and the introduction thereof, including regular reports and temporary announcements; (3)the business operation and management information that may be disclosed by the company in accordance with the law, including the productive and business operating status, financial status, research and development of new products or new technologies, business performances, and distribution of dividends and bonuses; (4)the important matters that may be disclosed by the company in accordance with the law, including the information about the company's significant investments and changes thereof, asset reshuffling, acquisition and merger, foreign-related cooperation, foreign-related guaranties, important contracts, affiliated transactions, important litigations or arbitration cases, changes of the management level as well as the changes of big shareholders; (5)the construction of enterprise construction; and (6)other relevant information of the company. Article 7. A company may communicate with investors through various channels and various levels and may employ the most convenient and effective communication approaches so as to facilitate the participation of investors. Article 8. The information, which shall be disclosed under the relevant laws, regulations, provisions of the securities regulatory department and bourses, shall first be published on the designated newspapers and websites for company information disclosure. Article 9. A company shall not let any other public medium precede the designated newspapers and websites in disclosing its information, nor may it replace the company's announcements by way of press conferences or answering questions of the reporters. A company shall clearly differentiate the publicity advertisements and media reports. It shall not influence the objective and independent media reports by publicity advertisement materials or paid publicity. A company shall pay timely attention to the publicity reports of the medium and it may properly make a response where necessary. Article 10. A company shall attach great importance to the construction of the internet communication platform. It may set up a special column for the relationship with investors on its website so as to receive the questions and suggestions put forward by investors through emails and online forum and make timely reply to the investors. Article 11. A company shall enrich and timely update the contents of the company's website. It may place the news bulletins, brief introduction of the company, business operations or service information, statutory information disclosure materials, contact information for investors, articles under special topics, speeches of administrative personnel, market situations of the stocks and other relevant information about which investors are concerned on the website of the company. Article 12. A company shall establish special consultation telephone and fax numbers for investors. A full-time staff member who is familiar with the relevant information shall be responsible for the consultation telephone, shall ensure the smoothness of the telephone line and shall carefully answer the phone calls. If the company changes the telephone number, it shall publicize the change as soon as possible. The company may regularly or irregularly carry out communication activities to improve its relationship with investors through the internet or other modern communication tools. Article 13. A company may arrange investors and analysts to pay onsite visits and have informal discussions with them. The company shall reasonably and properly arrange the visitsso that the visitors can learn about the business and operating situations of the company, but it shall, at the same time, prevent them from having any chance to obtain any important undisclosed information. Article 14. A company shall make efforts to let the medium and small shareholders attend the general assembly of shareholders. It shall fully consider when and where to hold the general assembly of shareholders so as to facilitate the shareholders to attend it. Article 15. After having finished a regular report, a company may hold a performance introduction meeting, or may, where necessary, make one-to-one communications with investors, fund managers and analysts in respect of the operating situation, financial situation and other matters, during which it may introduce the relevant information and consult the pertinent suggestions. The company shall not release any important undisclosed information during the performance introduction meeting or one-to-one communications and shall give the relevant information offered during the performance introduction meeting or one-to-one communications equally to other investors. Article 16. A company may, under the relevant provisions, make road shows when it executes its financing plan. Article 17. A company may mail or send its announcements, including regular reports and temporary reports, to investors, analysts and other relevant institutions and persons. Article 18. Under the precondition that a company complies with the information disclosure rules, the company is encouraged to establish a mechanism for the communication of important matters with investors. When it develops an important scheme relating to the shareholders' rights and interests, it may fully communicate and negotiate with investors by various means. During the period after the company makes an announcement under the information disclosure rules and before it holds a general assembly of shareholders, it may fully communicate with investors and widely solicit opinions by various means such as holding on-the-spot or on-line investors communications meetings or introduction meetings, visiting institutional investors, issuing letters for soliciting opinions, and setting up telephone hotlines, faxes and email boxes. When the company communicates with investors, the relevant intermediary institutions it hires may participate in the pertinent activities. CHAPTER III ORGANIZATION AND EXECUTION OF THE WORK OF RELATIONSHIP WITH INVESTORS Article 19. A company shall determine that the secretary of the board of directors is responsible for the work of relationship with investors. Article 20. A company may, in light of the actual circumstances, designate or establish a special department for the work of relationship with investors, which shall be responsible for handling relevant affairs. Article 21. A company shall formulate rules and norms regarding the work of relationship with investors by taking the actual circumstances into consideration. Article 22. The work of relationship with investors mainly includes the following aspects: (1) Analytical research. To make statistical analyses of the number, structure and change of investors and potential investors, to always pay attention to various information such as the opinions and suggestions of investors and the mass media and to timely feed the relevant information to the board of directors and the management level; (2) Communication and contact. To integrate the information needed by investors as a whole and publicize it, to hold analyst introduction meetings and make road shows, to accept the consultation of the analysts, investors and the mass media, to receive visits of investors, to frequently contact with the mass media and small investors and to enhance investors' participation in the company; (3) Public relations. To establish a sound public relationship with the bourses, industrial associations, the mass media, other listed companies and relevant institutions, to cooperate with the relevant departments and work out an effective scheme after the occurrence of any important matter such as legal actions, important restructuring, changes of any key person, abnormal change of stock transactions or important change of the business operational environment, to actively maintain the public image of the company; and (4) Other work that is good for improving the relationship with investors. Article 23. A company shall establish a good internal mechanism and an information gathering system. The department or staff member, which or who is responsible for the relationship with investors shall timely gather together the information of its various departments and subordinate companies in respect of the production, business operations, financial status and litigation. Its various departments and subordinate companies shall actively cooperate with it in gathering the information. Article 24. Neither a senior manager nor any other staff member of a company may, on behalf of the company, make any speech in an activity of relationship with investors, unless he has obtained a definite authorization. Article 25. A company may hire a professional investors relationship work institution to help it to carry out the work of relationship with investors. Article 26. A staff member of a company who is engaged in the work of relationship with investors shall have the following qualifications and skills: (1) Being familiar with various information of the company; (2) Having a good knowledge structure, being familiar with the laws and regulations on corporate governance, accounting and other aspects, as well as the operational mechanism of the stock market; (3) Having good communicative and coordinating capabilities; and (4) Being of good moral character and having good faith. Article 27. A company may adopt appropriate ways to train its staff, especially the senior managers and heads of the relevant departments, about the knowledge relating to the work of relationship wit investors. When it carries out any important activity to promote the relationship with investors, it may organize a special topic training. CHAPTER IV SUPPLEMENTARY PROVISIONS Article 28. The power to interpret these Working Guidelines shall remain with the CSRC. Article 29. These Working Guidelines shall come into effect as of the date of promulgation. |
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