Implement the new securities law and strengthen investor protection
With the promulgation of the new "Securities Law" and its formal implementation on March 1, 2020, it marks another crucial step taken by my country's capital market on the road to marketization and rule of law. After the amendment is completed, the legal foundation for the healthy and efficient operation of the capital market will be further consolidated, and the market ecology will also undergo profound changes.
At the end of 2019, the "Action Plan for Promoting the Improvement of the Quality of Listed Companies" issued by the China Securities Regulatory Commission emphasized the "four combinations": First, the integration of endogenous development of enterprises and external promotion guarantees, highlighting the first responsibility of listed companies, and enriching the supply of external systems; The second is to optimize the combination of increment and adjust the stock, and to properly control the entrance and exit; the third is to solve the outstanding problems and build a long-term mechanism, based on the present, with a long-term view; the fourth is to combine the supervision standard and coordinated advancement, grasp the precise supervision and strengthen Policy coordination promotes the formation of a strong synergy.
For listed companies, keep in mind the "four awes" and strictly adhere to the "four bottom lines". As the first responsibility and main responsibility for improving the quality of listed companies, Oriental Pearl will continue to improve its own quality from the following aspects:
1. To raise awareness, especially the key minority such as major shareholders and directors, supervisors, and senior executives, to establish a principled standpoint of standardized governance
When a company is listed as a public company, it must act in accordance with the rules of the capital market and operate in an open and transparent manner. The four awes proposed by Chairman Yi Huiman: "respect for the market, respect for the rule of law, respect for professionalism, and respect for investors" should constitute the core principles and positions of our listed companies.
Enhancing the company's management and management's awareness of compliance is also effective in protecting investors' right to know. The office of the company’s board of directors collected and compiled relevant interpretation materials of the new "Securities Law," and reported them to the company’s directors and supervisors for study. At the company’s president’s office meeting, the company’s executives read out the important points of the new "Securities Law" revision. I did a key study on the rules of the daily performance of duties for executives of listed companies and reminded them to pay attention.
The scope of applicable objects for short-term trading has been expanded to the spouses, parents and children of Dong Jiangao and made key interpretations and reminders, and repeatedly emphasized and reminded prohibited trading behaviors such as short-term trading and insider information trading, and strengthened directors, supervisors and senior management. Personnel's learning and understanding of related concepts.
The new "Securities Law" has greatly strengthened the punishment for violations of laws and regulations, which is also a key reminder of the company's directors, supervisors and senior executives.
At the same time, during the window period before the disclosure of each periodic report, the Office of the Board of Directors will issue a "Window Period Reminder Letter" to major shareholders holding more than 5% of the company’s shares, company directors, supervisors, and senior managers, emphasizing what must be followed during the window period. Rules, such as prohibiting insider information trading, prohibiting the trading of company stocks during the window period, and prohibiting the disclosure of the company's operating conditions and main business data information through various types of channels during the window period. For the resigned directors, supervisors and senior executives, he also fully reminded that his personal holdings of listed company stocks can only 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 the various regulatory rules of the regulatory authorities, operate in compliance, and firmly adhere to the four bottom lines of "not disclosing false information, not engaging in insider trading, not manipulating stock prices, and not harming the interests of listed companies", which are related to listed companies. The bottom line must be carefully studied and followed by personnel.
Pearl Oriental strictly abides by the securities regulatory rules of the China Securities Regulatory Commission and the laws and regulations of the Shanghai Stock Exchange as well as industry norms. It continues to improve the corporate governance structure, standardizes the company’s operation and management process, and establishes a general meeting of shareholders, a board of directors, a board of supervisors and management. The governance structure of “three meetings and one layer” has formed a governance mechanism of incentive mechanism, supervision and check and balance mechanism at the same time. It has achieved an operation and management structure with clear powers and responsibilities, each performing its own duties, mutual coordination, effective checks and balances, scientific decision-making, and standardized operation.
The company comprehensively strengthened its system construction, and introduced and revised a number of systems throughout the year, covering administration, finance, human resources, investment, technology, content, security and legal affairs, etc., and basically established the Oriental Pearl rules and regulations system to provide for the allocation, exchange and development of talents. A clearer path, while optimizing the salary structure, not only enhances the market competitiveness of core talent compensation, but also strictly controls labor costs.
In terms of internal system sorting, following the promulgation of the new "Securities Law" and the promulgation of relevant guidelines by the Securities Regulatory Commission and exchanges, the company initiated the formulation of the "Internal Information Reporting Management System" and its applicable submission form template at the end of 2019, and It was reviewed and approved at the 8th meeting of the 9th Board of Directors of the company on April 28, 2020. Up to now, the "Information Disclosure Affairs Management System", "Inside Information Insider Registration Management System", "External Information User Management System", "Investor Relations Management System" and "Internal Information Reporting Management System" have been revised, formulated and disclosed. The company’s intranet is linked to the Internet, and OA is issued and circulated. While strengthening the construction of the system, it also strengthens the understanding of relevant rules and regulations in daily work communication with relevant responsible persons and docking personnel, so as to better implement and promote the implementation of the system.
In 2019, Pearl Oriental convened a total of 2 shareholder meetings, preparing to convene 8 board meetings and 6 board of supervisors meetings. The preparation of each meeting, meeting notices, meeting convening, meeting resolutions, and the sorting and storage of meeting materials are in compliance with the regulations for standard operation. Directors, supervisors, and senior management have carefully reviewed and fully discussed the content of the meeting, and all have formed effective resolutions. .
In order to promote the company's sound operation and sustainable development, the company nominates and selects members of the ** governance body and its committees based on the principles of openness, fairness and impartiality, and uses effective internal control to ensure the company's stable and standardized operation.
3. Strengthen information disclosure and protection of investors' right to know
1. Strengthen information disclosure
The company strictly follows the relevant requirements of the company’s listing rules and relevant laws and regulations, and constantly improves the modern corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and forms checks and balances between the power organs, decision-making organs, supervisory organs and business managers Mechanism. Continuously improve the company’s information disclosure management system and improve the level of corporate governance. The company has formulated and strictly implemented the "Information Disclosure Management System", "Investor Relations Management System", "Insider Registration Management System", and "Insider Relations Management System" in accordance with relevant regulations of the China Securities Regulatory Commission. "Oriental Pearl Information Disclosure Suspension and Exemption Business Management System" and other related systems for information disclosure and confidentiality of inside information. The company issued a total of 75 announcements throughout the year to disclose truthfully, accurately, complete and timely information to fully protect investors' right to know.
2. Strengthen investor communication
In 2019, the company actively carried out investor relations management affairs and improved the company's communication, reception and service mechanisms for investors. The company continues to strengthen system construction and attaches great importance to the exchange and interaction with investors. Through dedicated posts, it actively answers investor hotlines, checks and responds to investor emails, receives visiting investors, and answers investors’ questions. Through on-site communication, telephone, fax, Conduct open and transparent communication with investors through the Internet and other methods. The company actively receives various researches and participates in strategy meetings organized by major institutions to actively communicate with investors; organize 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, of which 523 were online survey receptions and 164 offline survey receptions. Received and responded to more than 2,300 investor calls throughout the year; browsed and responded to more than 100 investor emails.
In order to further strengthen the interactive communication with investors, the company participated in the "2019 Shanghai Listed Company Investor Group Reception Day" jointly organized by the Shanghai Association of Listed Companies and the Shanghai Stock Exchange Information Network Co., Ltd. on September 26, 2019. The company’s management actively communicated with investors on corporate governance, development strategies, operating conditions, financing plans, equity incentives, sustainable development and other issues of concern to investors through online communication, and answered 43 investor questions.
4. Continue to maintain a high proportion of dividends and give back to investors
Since the company's reorganization in 2015, Oriental Pearl Tower has been actively repaying investors, enabling investors to share corporate value, implementing profit distribution every year and gradually increasing it. The total cash dividends totaled 4.275 billion yuan, and the average annual dividends increased by 184% compared to before the reorganization.
5. Continue to release social responsibility reports
The social responsibility report of listed companies is a report that reflects the environmental responsibility, social responsibility and corporate governance responsibilities of listed companies. The company has disclosed its social responsibility report for four consecutive years, demonstrating Oriental Pearl’s efforts to the government, shareholders, customers, partners, employees, communities, and the environment in terms of market performance, social performance, and environmental performance. It shows that Oriental Pearl, as a leading company in the industry, pays attention to its own development, industry development, and social development.
Looking to the future, Oriental Pearl Tower will continue to work hard to improve corporate governance, improve company quality, implement the new Securities Law to strengthen investor protection, adhere to the unification of social and economic benefits, and improve the ability to perform social responsibilities, and make progress. Make more contributions to the sustainable development of society, economy, environment and industry!