A series of publicity articles on the special action for investor protection of "being honest and trustworthy as a respected listed company"
The east wind is full of spring, and the mountains and rivers are magnificent
——The Oriental Pearl has implemented the new securities law and strengthened investor protection.
With the promulgation of the new securities law and its formal implementation on March 1, 2020, China's capital market has taken another crucial step on the road of marketization and legalization. After the amendment, the legal basis for ensuring the healthy and efficient operation of the capital market will be further consolidated, and the market ecology will also have profound changes. At the end of 2019, the action plan for promoting the improvement of the quality of listed companies issued by the CSRC stressed the "Four Combinations": first, the combination of endogenous development of enterprises and external promotion and guarantee, highlighting the first responsibility of listed companies and enriching the external system supply; Second, optimize the combination of increment and stock adjustment, and control the import and export; Third, solve outstanding problems and build a long-term mechanism, based on the present and long-term; Fourth, the combination of regulatory standard and coordinated promotion, pay close attention to accurate supervision, strengthen policy coordination, and promote the formation of a strong joint force.
For listed companies, bear in mind the "four awe" and strictly abide by the "four bottom line" as the first responsibility and the main responsibility to improve the quality of listed companies.
1、 Raise awareness, especially the major shareholders and the key minority of directors and supervisors, and establish the principled position of standardizing governance
Enterprises listed as public companies must act in accordance with the rules of the capital market and operate openly and transparently. Chairman Yi Huiman's four awes of "fearing the market, the rule of law, professionalism and investors" should constitute the core principles and positions of our listed companies.
Strengthening the company's management's understanding of compliance is also an effective protection of investors' right to know. The office of the board of directors of the company collected, sorted out and prepared relevant interpretation materials of the new securities law, submitted them to the directors and supervisors of the company for study, read out the important points of the revision of the new securities law to the company's senior executives at the president's office meeting, and focused on the rules related to the daily performance of senior executives of listed companies.
The scope of application of short-term trading has been expanded to the spouses, parents and children of directors, supervisors and senior managers, and the prohibited trading behaviors such as short-term trading and insider information trading have been repeatedly emphasized and prompted, so as to strengthen the learning and understanding of relevant concepts by directors, supervisors and senior managers.
The punishment of illegal acts in the new securities law has been greatly strengthened, which is also the key prompt of the company to the directors, supervisors and senior managers.
At the same time, in the window period before the disclosure of each periodic report, the office of the board of directors will issue the window period reminder letter to the major shareholders holding more than 5% of the company, the company's directors, supervisors and senior managers, focusing on the rules to be followed during the window period, such as prohibiting insider information trading, prohibiting the trading of the company's shares during the window period It is forbidden to disclose the company's business situation and main business data information through various channels during the window period. For the outgoing directors, supervisors and senior executives, they also fully suggested that their individual shares of listed companies can be reduced within half a year after leaving office.
2、 Improve the quality of listed companies and strengthen the standardized governance of listed companies
Listed companies must consciously abide by various regulatory rules of the regulatory authorities, operate in compliance, and firmly adhere to the four bottom lines of "no disclosure of false information, no insider trading, no manipulation of stock prices and no damage to the interests of listed companies", which is the bottom line that relevant personnel of listed companies must seriously study and abide by.
The Oriental Pearl Committee strictly adhered to the securities regulatory rules of the China Securities Regulatory Commission and the laws and regulations and industry standards of the Shanghai stock exchange, continuously improved the corporate governance structure, standardized the operation and management process of the company, and established a "three level and one tier" governance structure composed of the shareholders' meeting, board of directors, board of supervisors and management, and formed an incentive mechanism. Governance mechanism of supervision and check and balance mechanism. It has achieved an operation and management structure with clear rights and responsibilities, performing their respective duties, mutual coordination, effective checks and balances, scientific decision-making and standardized operation.
The company has comprehensively strengthened the system construction, promulgated and revised many systems throughout the year, covering administrative, financial, human resources, investment, technology, content, security and legal affairs, and basically established the Oriental Pearl rule and regulation system, providing clearer path for the allocation, communication and development of talents, optimizing the salary structure at the same time, enhancing the market competitiveness of core talents' remuneration. And strictly control the labor cost.
In terms of sorting out the internal system, following the promulgation of the new securities law and the issuance of relevant guidelines of the CSRC and the exchange, the company started to formulate the internal information report management system and its applicable submission form template at the end of 2019, which was deliberated and adopted at the eighth meeting of the ninth board of directors on April 28, 2020. Up to now, it has successively revised, formulated and disclosed the information disclosure affairs management system, the insider registration management system, the external information user management system, the investor relations management system and the internal information report management system, and distributed them on the company's intranet and OA. While strengthening the system construction, it also strengthened the understanding of relevant rules and regulations in daily work communication with relevant responsible persons and counterparts, so as to better implement and promote the implementation of the system.
In 2019, the Oriental Pearl Committee held 2 Shareholders' meetings to prepare 8 meetings of the board of directors and 6 meetings of the board of supervisors. The meeting preparation, meeting notice, meeting convening, meeting resolutions and the sorting and preservation of meeting materials of each meeting comply with the provisions of standardized operation. The directors, supervisors and senior executives carefully reviewed and fully discussed the contents of the meeting, and formed effective resolutions.
In order to promote the good operation and sustainable development of the company, the company nominates and selects the members of the top governance body and its Committee based on the principles of openness, fairness and fairness, and uses effective internal control to ensure the stable and standardized operation of the company.
3、 Strengthen information disclosure and protection of investors' right to know
1. Strengthen information disclosure
In strict accordance with the relevant requirements of the company's Listing Rules and relevant laws and regulations, the company has continuously improved the modern corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and formed a check and balance mechanism among the authority, decision-making body, supervision body and management. Constantly improving the management system of information disclosure and improving the level of corporate governance, the company has formulated and implemented strictly the information disclosure management system, investor relations management system, insider information registration system, and the information management system for the suspension and exemption of information disclosure in East Fang Mingzhu, according to the relevant provisions of the China Securities Regulatory Commission. And other information disclosure and insider information confidentiality systems. The company issued a total of 75 announcements throughout the year to disclose information truthfully, accurately, completely and timely, so as to fully protect the right to know of investors.
2. Strengthen investor communication
In 2019, the company actively carried out investor relations management and improved the company's communication, reception and service mechanism to investors. The company has continuously strengthened the system construction, attached great importance to the communication and interaction with investors, actively answered investors' hotlines, checked and replied to investors' emails, received visiting investors, answered investors' questions, and carried out open and transparent communication with investors through on-site communication, telephone, fax, network and other methods. The company actively receives all kinds of research, participates in strategy meetings organized by major institutions, and actively communicates with investors; Hold investor exchange activities to enhance interaction and communication with investors.
In 2019, a total of 687 investor surveys were received, with a total number of 1052 people, including 523 online surveys and 164 offline surveys. Answer and reply to investors' calls more than 2300 times throughout the year; Browse and reply to more than 100 emails from investors.
In order to further strengthen the interaction and exchange with investors, the company participated in the "2019 collective reception day for investors of listed companies under Shanghai jurisdiction" jointly organized by Shanghai Listed Companies Association and Shanghai Stock Exchange Information Network Co., Ltd. on September 26, 2019. The management of the company actively exchanged with investors on Corporate governance, development strategy, business status Communicated with investors' concerns such as financing plan, equity incentive and sustainable development, and answered 43 investor questions.
4、 Continue to maintain a high proportion of dividends and give back to investors
Since the reorganization of the company in 2015, the Oriental Pearl has been actively giving back to investors, so that investors can share the value of enterprises. The annual profit distribution is gradually increased. The total amount of cash dividends has totaled 4 billion 275 million yuan RMB. The average annual dividend amount is 184% higher than that before the reorganization.
5、 Continuously release social responsibility report
The social responsibility report of listed companies is a report reflecting the environmental responsibility, social responsibility and corporate governance responsibility of listed companies. The company has disclosed CSR reports for four consecutive years, showing its efforts to the government, shareholders, customers, partners, employees, communities, environment and other aspects from the aspects of market performance, social performance and environmental performance. It fully reflects the Oriental Pearl as a leading company in the industry, focusing on its own development and concerns about the development of the industry. Pay attention to the responsibility and practice path of social development.
Facing the future, the Oriental Pearl will continue to strive to improve corporate governance, enhance the quality of the company, implement the new securities law, strengthen investor protection, maintain social and economic benefits, enhance the ability to perform social responsibility, make still further progress, and contribute more to the sustainable development of society, economy, environment and industry.