Chengda Pharmaceutical: Investor Relations Management System
Chengda Pharmaceutical Co., Ltd.
Investor Relations Management System
Chapter 1 General Provisions
Article 1 In order to strengthen information communication between Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and investors, improve the corporate governance structure, effectively protect the legitimate rights and interests of investors, especially public investors, establish a good communication platform between the company and investors, and form a long-term, stable and harmonious positive interactive relationship between the company and investors, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), This system is formulated based on the relevant provisions of the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Guidelines for the Management of Investor Relations of Listed Companies", the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies" (hereinafter referred to as the "Self-regulatory Guidelines No. 2") and other laws, regulations, normative documents and the "Articles of Association of Chengda Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), based on the actual situation of the company.
Article 2 Investor relations management refers to the management behavior in which the company strengthens communication with investors and potential investors, enhances investors’ understanding and recognition of the company, and improves the level of corporate governance by facilitating the exercise of shareholders’ rights, information disclosure, interactive communication, and handling of appeals, so as to maximize the company’s overall interests and protect the legitimate rights and interests of investors.
The main forms of investor relations activities include company websites, telephone consultations, analyst meetings, performance briefings and road shows, one-to-one communication, on-site visits, shareholder meetings, etc.
Article 3 The purpose of investor relations management is:
(1) Promote a healthy relationship between the company and investors and enhance investors’ further understanding and familiarity with the company;
(2) Establish a stable and high-quality investor base and obtain long-term market support;
(3) Form a corporate culture that serves investors and respects investors;
(4) An investment philosophy that promotes the maximization of the company’s overall interests and the growth of shareholders’ wealth;
(5) Increase the transparency of company information disclosure and improve corporate governance.
Article 4 Basic principles of investor relations management:
(1) Principle of compliance. The company's investor relations management should be carried out on the basis of fulfilling information disclosure obligations in accordance with the law, and in compliance 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 codes of conduct generally observed by the industry.
(2) The principle of equality. When companies carry out investor relations management activities, they should treat all investors equally, especially create opportunities and provide convenience for small and medium-sized investors to participate in activities.
(3) The principle of initiative. Companies should proactively carry out investor relations management activities, listen to investors’ opinions and suggestions, and respond to investor demands in a timely manner.
(4) The principle of honesty and trustworthiness. In investor relations management activities, companies should pay attention to integrity, adhere to the bottom line, standardize operations, assume responsibility, and create a healthy market ecosystem.
Article 5 The company, its controlling shareholders, actual controllers, directors, senior managers and staff shall conduct investor relations management work in compliance with laws and regulations, the GEM Listing Rules, Self-Regulatory Guidelines No. 2 and other relevant regulations of the Shenzhen Stock Exchange, embody the principles of openness, fairness and impartiality, introduce and reflect the actual situation of the company objectively, truthfully, accurately and completely, and the following situations shall not occur:
(1) Disclose or publish important information that has not been publicly disclosed, or information that conflicts with information disclosed in accordance with the law;
(2) Disclose or publish misleading, false or exaggerated information;
(3) Making expectations or promises about the company’s securities prices;
(4) Discrimination, contempt and other behaviors that unfairly treat small and medium-sized shareholders or cause unfair disclosure;
(5) Speak on behalf of the company without explicit authorization;
(6) Violating public order and good customs and harming social and public interests;
(7) Selective disclosure or release of information, or major omissions;
(8) Other violations of information disclosure rules or suspected manipulation of the securities market, insider trading, and other illegal activities that affect the normal trading of the company's securities and their derivatives.
Article 6 When a company carries out investor relations management activities, it shall use publicly disclosed information as communication content, and shall not reveal or divulge in any way major information that has not been publicly disclosed.
If investor relations activities involve or may involve stock price-sensitive matters, major information that has not been publicly disclosed, or questions that can be inferred from major information that has not been publicly disclosed, the company should inform investors to pay attention to the company's announcements and provide necessary explanations on the information disclosure rules.
Article 7 Companies shall not replace formal information disclosure with communication during investor relations management activities. If a company accidentally leaks undisclosed material information during investor relations management activities, it shall immediately issue an announcement through qualified media and take other necessary measures.
Article 8 The company shall strictly review the information communicated to the outside world through informal announcements, and set up review or recording procedures to prevent the leakage of undisclosed major information.
The above-mentioned informal announcement methods include: shareholders' meetings, press conferences, product promotion meetings; media interviews by the company or relevant individuals; direct or indirect press releases to the media; company (including subsidiaries) websites and internal publications; directors or senior managers' blogs, Weibo, WeChat and other social media; written or oral communication with specific investors and securities analysts; various other forms of external publicity and reports by the company; and other forms recognized by the stock exchange.
Chapter 2 Contents and Methods of Investor Relations Management
Article 9 The content of communication between the company and investors during the investor relations management process mainly includes:
(1) The company’s development strategy;
(2) Legal information disclosure content;
(3) The company’s operation and management information;
(4) Company environmental, social and governance information;
(5) Company culture construction;
(6) Company culture construction;
(6) Methods, channels and procedures for exercising shareholders’ rights;
(7) Information on handling investor complaints;
(8) Risks and challenges that the company is facing or may face;
(9) Other relevant information of the company.
Article 10 Companies can communicate with investors through multiple channels and at multiple levels, and the communication methods should be as convenient and effective as possible to facilitate investor participation.
Article 11 The information disclosed by the company in other public media shall not precede the designated newspapers and designated websites, and shall not be replaced by company announcements in other forms such as press releases or answering reporters' questions.
The company should clearly distinguish between promotional advertising and media reports, and should not use promotional advertising materials or paid means to influence the objective and independent reporting of the media.
Companies should pay attention to media reports in a timely manner and respond appropriately when necessary.
Article 12 The company should pay full attention to the construction of the network communication platform, and can set up an investor relations column on the company website, accept questions and suggestions from investors through e-mail or forums, and respond in a timely manner. The company should enrich and update the content of the company website in a timely manner, and can place news releases, company profiles, operating products or services, statutory information disclosure materials, investor relations contact methods, special articles, executive speeches, stock quotes and other relevant information that investors care about on the company website.
Article 13 The company should set up special investor consultation telephone numbers, faxes and e-mails, etc., and have dedicated personnel familiar with the situation to ensure that the lines are open during working hours and the calls are answered carefully.
The company has set up an investor relations column on its official website to collect and respond to investor inquiries, complaints, suggestions and other requests, and timely publish and update information related to investor relations management.
When the website address or consultation telephone number changes, the company shall make an announcement in a timely manner.
Article 14 The company shall communicate with investors through the Shenzhen Stock Exchange’s investor relations interactive platform (hereinafter referred to as the “Interactive Platform”), and assign or authorize the board secretary or securities affairs representative to promptly view and process relevant information on the Interactive Platform.
Companies should conduct full, in-depth, and detailed analysis, explanations, and responses to investors' questions about disclosed information through the Interactive Platform. For important or common questions and answers, the company should organize them and publish them in a conspicuous manner on the Huayi platform. The company's response to the interactive platform should be prudent, objective, and based on facts, and it should not use the interactive platform to cater to market hot spots or affect the company's stock price.
When a company releases information or responds to investor questions on the Huayi platform, it shall ensure the fairness of releasing information and responding to investor questions, respond seriously and promptly to all questions raised in compliance with laws and regulations, and shall not selectively release information or respond to investor questions.
The company's actions such as publishing information on the Huayiyi platform or responding to investor questions cannot replace the information disclosure obligations it should perform. Companies are not allowed to answer investor questions on the Huayiyi platform that involve or may involve undisclosed material information.
The company should pay full attention to the information on the Huayi platform and various media reports on the company, pay full attention to and perform in accordance with the law the information disclosure obligations triggered or likely to be triggered by relevant information and reports.
Article 15 In addition to fulfilling information disclosure obligations in accordance with the law, companies shall actively hold investor briefings in accordance with the regulations of the China Securities Regulatory Commission and stock exchanges to introduce the situation to investors, answer questions, and listen to suggestions. Investor briefings include performance briefings, cash dividend briefings, major event briefings, etc. Under normal circumstances, the chairman or general manager should attend the investor briefing. Those who are unable to attend should publicly explain the reasons.
If major matters related to the company are highly concerned or questioned by the market, in addition to promptly performing information disclosure obligations in accordance with regulations, the company will promptly hold a briefing meeting to explain the relevant matters.
Article 16 If the following circumstances exist, the company shall hold an investor briefing meeting in accordance with the regulations of the China Securities Regulatory Commission and the stock exchange:
(1) The company’s cash dividend level for the current year does not meet relevant regulations, and the reasons need to be explained;
(2) The company terminates its reorganization after disclosing its reorganization plan or reorganization report;
(3) The company's securities transactions experience abnormal fluctuations stipulated in relevant rules, and the company finds after verification that there are undisclosed major events;
(4) Major events related to the company have received high attention or doubts from the market;
(5) Other circumstances when investor briefings should be held.
Article 17 If a company provides disclosed information and other relevant materials to specific targets such as institutional investors, analysts or news media, if other investors also make the same request, the company shall provide it equally.
Article 18 After the disclosure of the annual report, the company shall promptly hold a performance briefing meeting in accordance with the regulations of the China Securities Regulatory Commission and the stock exchange to explain the company's industry status, development strategy, production and operations, financial status, dividends, risks and difficulties and other content that investors are concerned about. When a company holds a performance briefing, it should collect questions from investors in advance and focus on the effectiveness of communication and interaction with investors, which can be in the form of video, voice, etc.
The company shall issue a notice of holding the annual report briefing at least 2 trading days in advance. The announcement content shall include the date and time, holding method (onsite/online), holding location or website, list of company attendees, etc.
Article 19 The company shall communicate with investors through its official website, new media platform, telephone, fax, e-mail, investor education base and other channels, and by using network infrastructure platforms such as China Investor Network and stock exchanges, securities registration and clearing institutions, etc., and adopt methods such as shareholders’ meetings, investor briefings, road shows, analyst meetings, reception of visits, discussions and exchanges, etc., to communicate with investors.
Article 20 The company may hold road shows in accordance with relevant regulations when implementing its financing plan. The company may send company announcements, including regular reports and temporary reports, to relevant institutions and personnel such as investors or analysts.
Article 21 On the premise of complying with the information disclosure rules, the company shall establish a communication mechanism with investors on major matters, and when formulating major plans involving shareholders' rights and interests, it shall fully communicate and negotiate with investors through a variety of methods.
After making an announcement in accordance with the information disclosure rules and before the shareholders' meeting, the company can fully communicate with investors through on-site or online investor exchange meetings and briefings, visit institutional investors, issue solicitation letters, set up hotlines, faxes and e-mails, etc., and solicit opinions extensively from investors.
When the company communicates with investors, the relevant intermediaries hired by the company can also participate in relevant activities.
Article 22 Companies should regularly conduct systematic training on investor relations management for controlling shareholders, actual controllers, directors, senior managers and relevant employees, improve their ability to communicate with specific objects, enhance their understanding of relevant laws, regulations, business rules and rules and regulations, and establish a sense of fair disclosure.
Article 23 Before the shareholders’ meeting deliberates on the specific cash dividend plan, the company shall proactively communicate with shareholders, especially small and medium-sized shareholders, through various channels such as Interactive, fully listen to the opinions and demands of small and medium-sized shareholders, and promptly respond to issues of concern to small and medium-sized shareholders.
Chapter 3 Organization and Implementation of Investor Relations Management
Article 24 The secretary to the company’s board of directors is the person in charge of investor relations management and is fully responsible for the company’s investor relations management.
Article 25 The Securities Department is the company’s dedicated department for investor relations management and is responsible for matters related to the company’s investor relations management.
Article 26 The company’s investor relations management responsibilities mainly include:
(1) Analysis and research. Statistically analyze the number, composition and changes of investors and potential investors; continue to pay attention to the opinions, suggestions and reports of investors and media and other information and provide timely feedback to the company's board of directors and management;
(2) Communication and liaison. Integrate the information required by investors and publish it; hold analyst briefings and other meetings and roadshows, accept consultations from analysts, investors and the media; receive visits from investors, maintain regular contact with institutional investors and small and medium-sized investors, and increase investor participation in the company;
(3) Public relations. Establish and maintain good public relations with stock exchanges, industry associations, media, and other companies and related institutions; cooperate with relevant departments of the company to propose and implement effective solutions after major events such as litigation, major reorganizations, changes in key personnel, changes in stock trading, and major changes in the operating environment, and actively maintain the company's public image;
(4) Other work that is conducive to improving investor relations.
Article 27 The company shall establish a good internal coordination mechanism and information collection system. The Securities Department and its staff should collect production, operation, financial, litigation and other information from each department and its affiliated companies in a timely manner, and all departments and affiliated companies of the company should actively cooperate.
Article 28 Unless expressly authorized and trained, other directors, senior managers and employees of the company should avoid speaking on behalf of the company in investor relations activities.
Article 29 A company may hire a professional investor relations agency to assist in the implementation of investor relations work.
Article 30 The company’s personnel engaged in investor relations management must have the following qualities and skills:
(1) Comprehensively understand the company and the industry in which the company operates;
(2) Have a good knowledge structure and be familiar with corporate governance, financial accounting and other relevant laws and regulations and the operating mechanisms of the securities market;
(3) Have good communication and coordination skills;
(4) Have good conduct and professional quality, be honest and trustworthy.
Article 31 The company shall assume the primary responsibility for handling investor complaints and improve the complaint handling mechanism. Disputes between companies and investors can be resolved through negotiation on their own, submitted to a professional securities and futures dispute mediation agency for mediation, applied to an arbitration institution for arbitration, or filed with the People's Court.
Chapter 4 Reception and Promotion
Article 32 When a company accepts research from institutions and individuals engaged in securities analysis, consulting and other securities services, or institutions and individuals engaged in securities investment (hereinafter referred to as "research institutions and individuals"), it shall properly carry out relevant reception work and perform corresponding information disclosure obligations in accordance with regulations.
Article 33 Companies, research institutions and personnel shall not use research activities to engage in market manipulation, insider trading or other illegal activities.
Article 34 Controlling shareholders, actual controllers, directors, senior managers and other employees shall inform the secretary of the board of directors before accepting investigations. In principle, the secretary of the board of directors shall participate in the entire interview and investigation. The interviewer or researcher shall form a written record of the investigation process and communication content, and shall sign and confirm with the interviewer or researcher, and the secretary of the board of directors shall sign and confirm. If conditions permit, the research process can be audio-recorded and videotaped.
Article 35 The company can arrange for investors, fund managers, and analysts to visit the company’s site and hold discussions and communicate. The company should arrange the visit process reasonably and properly so that visitors can understand the company's business and operating conditions, and at the same time, be careful to avoid visitors having the opportunity to obtain important undisclosed information. The company can communicate with the company through road shows, analyst meetings, etc., answer questions and listen to relevant opinions and suggestions.
Article 36 If a company communicates directly with research institutions and individuals, except when invited to participate in investment strategy analysis meetings held by securities company research institutes and other institutions, the company shall require the research institutions and individuals to provide information such as unit certificates and ID cards, and require them to sign a letter of commitment.
The letter of commitment should at least include the following contents:
(1) Do not intentionally inquire about the company’s undisclosed major information, and do not communicate or inquire with persons other than designated personnel of the company without the company’s permission;
(2) Do not disclose any undisclosed major information obtained inadvertently, and do not use the undisclosed major information obtained to buy or sell or recommend others to buy or sell the company's stocks and their derivatives;
(3) Do not use undisclosed material information in investment value analysis reports and other research reports, press releases and other documents, unless the company discloses the information at the same time;
(4) If investment value analysis reports and other research reports involve profit forecasts and stock price forecasts, indicate the source of the data and do not use subjective assumptions and data lacking factual basis;
(5) Notify the company before the investment value analysis report and other research reports, press releases and other documents are released or used;
(6) Clarify the responsibilities for breach of commitments.
Article 37 Research institutions and individuals shall inform the company before releasing or using research reports such as investment value analysis reports, press releases and other documents based on communication.
If the company discovers during verification that the documents specified in the preceding paragraph contain erroneous or misleading records, it shall require it to make corrections. If the other party refuses to make corrections, the company shall promptly make an announcement to the public and explain; if it discovers that the aforementioned documents involve undisclosed material information, it shall immediately report and make an announcement to the Exchange, and require research institutions and individuals not to disclose the information to the public before the company's formal announcement, and clearly inform them that they may not buy or sell or recommend others to buy or sell the company's stocks and their derivatives during this period.
Article 38 Companies should try their best to avoid accepting on-site investor surveys, media interviews, etc. within 30 days before the disclosure of annual reports and semi-annual reports.
Chapter 5 Information Disclosure Registration
Article 39 The company shall formulate an information disclosure registration system and record in detail the investor relations management activities such as research, communication, and interviews. The content shall at least include the time, location, method (written or oral) of the activity, the names of both parties, the content of the company discussed during the activities, the relevant information provided, etc. The company shall disclose the information disclosure registration status in regular reports.
Article 40 The company shall prepare an investor relations activity record form in a timely manner after the conclusion of investor relations activities such as performance briefings, analyst meetings, road shows, etc. and publish it on the Interactive Platform before the market opens on the next trading day.
The investor relations activity record form should at least include the following contents:
(1) Participants, time, place and form of investor relations activities;
(2) Communication content and specific Q&A records of investor relations activities, including presentations, documents provided to the other party, etc. (if any).
(3) A statement on whether this activity involves significant information that should be disclosed;
(4) Other contents required by Shenzhen Stock Exchange.
Article 41 A company shall establish a complete investor relations management file system when conducting investor relations activities. The investor relations management files shall at least include the following contents:
(1) Participants, time and location of investor relations activities;
(2) Communication content of investor relations activities;
(3) The handling process and accountability for undisclosed major information leaks (if any);
(4) Other contents.
Investor relations management files should be classified according to the investor relations management method, and relevant records, on-site recordings, presentations, documents provided at events (if any) and other documents and materials should be archived and properly kept, and the retention period should not be less than 3 years.
Chapter 6 Supplementary Provisions
Article 42 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents, the Articles of Association and other relevant provisions.
Article 43 The company’s board of directors is responsible for interpreting this system.
Article 44 This system shall take effect after being reviewed and approved by the company's shareholders' meeting, and the same shall apply when it is revised.
Chengda Pharmaceutical Co., Ltd.
October 2025