Jianyou shares market value management system
Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd.
Market value management system
Chapter 1 General Provisions
Article 1 In order to strengthen the market value management of Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), effectively promote the improvement of the company's investment value, enhance investor returns, and safeguard the interests of investors, this system is formulated in accordance with the "Company Law of the People's Republic of China", the Securities Law of the People's Republic of China, "Supervisory Guidelines for Listed Companies No. 10 - Market Value Management" and other laws and regulations, normative documents, and the "Articles of Association of Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") and other provisions.
Article 2 The term "market value management" as mentioned in this system refers to the strategic management behaviors implemented by the company based on improving the company's quality and in order to enhance the company's investment value and shareholder return capabilities.
Article 3 The company shall firmly establish the awareness of returning shareholders, take measures to protect the interests of investors, especially small and medium-sized investors, be honest and trustworthy, standardize operations, focus on the main business, operate steadily, and promote the improvement of operating level and development quality through the cultivation and application of new productive forces. On this basis, the company shall do a good job in investor relations management, improve the quality and transparency of information disclosure, and when necessary, actively take measures to boost investor confidence and promote the company's investment value to reasonably reflect the company's quality.
Article 4 Company quality is the foundation of a company’s investment value and an important starting point for market value management. Companies should focus on improving company quality and use various methods to enhance company investment value in accordance with laws and regulations.
Article 5 The basic principles of market value management include:
(1) Compliance principles: Companies should carry out market value management work on the premise of strictly complying with relevant laws and regulations, normative documents, self-regulatory rules, and internal rules and regulations such as the Articles of Association.
(2) Systematic principle: The company should follow the principles of systematic thinking and overall advancement, and coordinate with the company's various business systems to continue to carry out market value management work in a systematic manner.
(3) Scientific principle: The company's market value management has its own rules and should be scientifically managed according to these rules. The development of market value management work must not violate the inherent logic of market value management.
(4) Principle of normality: The company's market value growth is a continuous and dynamic process. The company will promptly pay attention to the dynamics of the capital market and the company's stock price, and proactively follow up and carry out market value management work on a regular basis.
(5) Principle of honesty and trustworthiness: In market value management activities, companies should pay attention to integrity, stick to the bottom line, assume responsibility, and create a healthy market ecology.
Chapter 2 Market Value Management Organization and Responsibilities
Article 6 Market value management work is led by the board of directors, the management is responsible for in-depth coordination, and the secretary of the board of directors organizes and implements it. The company's securities affairs department is the executive department for market value management work. Other functional departments of the company and subordinate companies actively cooperate to jointly promote the construction and implementation of the company's market value management system.
Article 7 The company's board of directors should attach great importance to the improvement of the company's quality, set long-term goals for the company's investment value based on current performance and future strategic planning, fully consider the interests and returns of investors in decision-making on major matters such as corporate governance, daily operations, mergers and acquisitions, reorganizations, and financing, adhere to steady operations, avoid blind expansion, and continuously enhance the company's investment value.
The board of directors should pay close attention to the market's reflection of the company's value. When market performance significantly deviates from the company's value, it should carefully analyze and determine the possible reasons, and actively take measures to promote the company's investment value to reasonably reflect the company's quality.
When the board of directors establishes a remuneration system for directors and senior managers, the remuneration level should match market development, personal ability value and performance contribution, and the company's sustainable development.
Article 8 The chairman of the board of directors shall actively supervise the implementation of board resolutions that enhance the company's investment value, promote the continuous improvement of relevant internal systems for enhancing the company's investment value, and coordinate all parties to take measures to promote the company's investment value to reasonably reflect the company's quality.
Article 9 Directors and senior managers of a company shall actively participate in various tasks that enhance the company’s investment value. The responsibilities of directors and senior managers in market value management include but are not limited to:
(1) Participate in the formulation and review of market value management strategies;
(2) Supervise the implementation of market value management strategies;
(3) Participate in crisis response and decision-making when major problems arise in market value management;
(4) Regularly evaluate the effectiveness of market value management and put forward suggestions for improvement;
(5) Actively participate in various investor relations activities such as performance briefings and investor communication meetings to enhance investors’ understanding of the company.
Article 10 The board secretary shall do a good job in investor relations management and information disclosure, establish a smooth communication mechanism with investors, actively collect and analyze market parties’ judgments on the company’s investment value and expectations for the company’s operations, and continue to improve the transparency and accuracy of information disclosure.
The secretary of the board of directors should strengthen public opinion monitoring and analysis, pay close attention to various media reports and market rumors, and report to the board of directors in a timely manner if any information that may have a greater impact on investor decision-making or company stock trading is discovered. Companies should issue clarification announcements in a timely manner based on the actual situation, and can respond through official statements, press conferences and other legal and compliance methods.
Article 11 The company's securities affairs department assists the secretary of the board of directors in implementing investor relations management and information disclosure related work; monitoring the company's stock price, public opinion, changes in major indicators and capital market dynamics, analyzing the reasons for the company's stock price changes, and formulating market value management plans and other market value management work.
The company's other functional departments and subsidiaries should jointly participate in the construction of the company's market value management system and the specific work of market value management, and provide support for the collection of information on the company's production operations, finance, research and development, market, etc.
Article 12 Controlling shareholders and actual controllers may boost market confidence by implementing a shareholding increase plan in accordance with laws and regulations, voluntarily extending the share lock-up period, voluntarily terminating a shareholding reduction plan, or promising not to reduce shareholdings.
Companies should actively communicate with shareholders and guide shareholders to make long-term investments.
Chapter 3 Main Methods of Market Value Management
Article 13 A company should focus on its main business and improve operating efficiency and profitability. At the same time, it can comprehensively use the following methods to enhance the company's investment value based on its own situation:
(1) Mergers, acquisitions and reorganizations
According to the company's strategic development plan and actual needs, the company can coordinate business development and capital operations around the company's goal of becoming stronger, better and bigger, carry out mergers and acquisitions and reorganizations in a timely manner, focus on its main responsibilities and main businesses, give full play to the advantages of the capital platform, carry out internal and external mergers, improve the industrial layout, and support the company's high-quality development.
(2) Equity incentives and employee stock ownership plans
Companies can establish long-term incentive mechanisms, make full use of tools such as equity incentives and employee stock ownership plans, and reasonably formulate grant prices, scope of incentive targets, number of shares and performance appraisal conditions, etc., to strengthen the consistency of the long-term interests of management, employees and the company, and stimulate the initiative and enthusiasm of management and employees to enhance the company's value.
(3) Cash dividends
Companies should formulate reasonable and sustainable profit distribution policies based on the company's development stage and operating conditions, enhance the stability, sustainability and predictability of cash dividends, and when conditions permit, appropriately increase the number and proportion of dividends to enhance investors' sense of gain.
(4) Investor relations management
Companies should continue to strengthen interconnection with investors, actively convey the company's value through multiple methods such as performance briefings, on-site surveys, conference calls, roadshows and anti-roadshows, SSE E interactions, investor hotlines and emails, enhance the capital market's recognition of the company's long-term value, and effectively protect the rights and interests of investors.
(5) Information disclosure
The company shall strictly comply with the requirements of relevant laws and regulations, departmental rules, normative documents and internal company systems, disclose information that is required to be disclosed and may have a significant impact on the company's stock price within the prescribed time, in the prescribed media, and in accordance with the prescribed procedures and methods, and ensure that the disclosed information is true, accurate, complete, concise, clear, easy to understand, and does not contain false records, misleading statements or major omissions. ,
(6) Share repurchase and shareholding increase
The company can use repurchase tools in accordance with laws and regulations to carry out share repurchases in a timely manner, and make early capital planning and reserves according to the repurchase plan arrangements. The company's repurchased shares can be canceled in accordance with the law, or the repurchased shares can be used for other legal purposes based on the company's actual needs.
(7) Other legal and compliant methods
In addition to the above methods, companies can also carry out market value management through other methods permitted by laws, regulations and regulatory rules.
Article 14 The company and its controlling shareholders, actual controllers, directors, senior managers, etc. shall effectively enhance their awareness of compliance and shall not engage in the following behaviors in market value management:
(1) Manipulate the company's information disclosure, mislead or deceive investors by controlling the pace of information disclosure, selectively disclosing information, disclosing false information, etc.;
(2) Pursue illegal interests and disrupt the order of the capital market through insider trading, leaking inside information, manipulating stock prices, or cooperating with other entities to carry out manipulation;
(3) Make predictions or promises about the trading prices of the company’s securities and its derivatives;
(4) Failure to implement share repurchases through a special repurchase account, and failure to implement share increases through corresponding real-name accounts. Share increase and repurchases violate information disclosure or stock trading and other rules;
(5) Directly or indirectly disclose confidential project information;
(6) Other illegal activities that violate securities laws and regulations, affect the normal trading of the company's securities and their derivatives, and damage the interests of the company and the legitimate rights and interests of small and medium-sized investors.
Chapter 4 Monitoring, Early Warning Mechanism and Emergency Measures
Article 15 The company's securities affairs department assists the board secretary in the specific responsibility of monitoring the company's market capitalization, price-earnings ratio, price-to-book ratio and other key indicators in real time. If the above indicators significantly deviate from the company's value and the industry average, the board secretary shall report to the board of directors in a timely manner.
Article 16 In the face of a short-term continuous or significant decline in stock prices, the company shall actively take the following measures:
(1) Promptly analyze the reasons for stock price fluctuations, sort out and verify relevant matters involved, and issue announcements to clarify or explain when necessary;
(2) Strengthen communication with investors and convey the company’s value in a timely manner through investor briefings, road shows and other means;
(3) Formulate, disclose and implement a share repurchase plan when the legal conditions for repurchase are met and the company's daily operations are not affected;
(4) Other legal and compliance measures.
Article 17 The short-term continuous or sharp decline in stock prices refers to:
(1) The cumulative decline in the closing price of the company’s stock reaches 20% within 20 consecutive trading days;
(2) The closing price of the company’s stock is lower than 50% of the highest closing price of the stock in the last year;
(3) Other circumstances specified by the China Securities Regulatory Commission and Shanghai Stock Exchange.
Chapter 5 Supplementary Provisions
Article 18 Matters not covered by this system or inconsistent with relevant national laws, regulations, normative documents and the Articles of Association shall be governed by relevant national laws, regulations, normative documents, the Articles of Association and other provisions.
Article 19 This system shall be implemented from the date of review and approval by the company's board of directors, and the company's board of directors shall be responsible for its interpretation.