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Oriental Pearl implements new securities law and strengthens investor protection

With the promulgation of the new Securities Law and its formal implementation on March 1, 2020, it marks another crucial step on the road of marketization and rule of law in China's capital market. After the completion of the amendment, the legal foundation to ensure 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 China Securities Regulatory Commission emphasized 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 supply of external systems; The second is to optimize the combination of increment and adjustment of stock, and to control the import and export. The third is to solve outstanding problems and build a long-term mechanism, based on the present; fourth, the regulatory standard and coordination to promote the combination, grasp the precise supervision, strengthen policy coordination, promote the formation of a strong synergy.

For listed companies, keep in mind the "four awe" and strictly abide by the "four bottom lines". As the first responsibility and main responsibility in improving the quality of listed companies, Oriental Pearl starts from the following aspects to continuously improve its own quality:

1. raise awareness, especially the key minority of major shareholders and directors and supervisors, and establish a principled position of standardized governance.

When a company goes public, it must act in accordance with the rules of the capital market and operate openly and transparently. The four major awe of "reverence for the market, reverence for the rule of law, reverence for the profession, and reverence for investors" proposed by Chairman Yi Huiman should constitute the core principles and positions of our listed companies.

Strengthening the company's management's awareness of compliance is also an effective protection of investors' right to know. The office of the board of directors of the company collected and compiled the relevant interpretation materials of the new securities law, submitted them to the directors and supervisors of the company for study, and read out the important points of the revision of the new securities law to the senior executives of the company at the office meeting of the president of the company.

The scope of short-term trading has been extended to the spouses, parents and children of directors, supervisors and senior executives. They have repeatedly emphasized and prompted prohibited trading behaviors such as short-term trading and insider information trading, so as to strengthen the learning and understanding of relevant concepts by directors, supervisors and senior managers.

The new "Securities Law" has greatly strengthened the punishment for violations of laws and regulations, and it is also a part of the company's key reminders to the directors and supervisors.

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 the company's major shareholders, company directors, supervisors and senior managers holding more than 5% of the company's shares, emphasizing the rules to be followed during the window period, Such as prohibiting insider information trading, prohibiting the trading of company stocks during the window period, prohibiting the disclosure of the company's business situation and main business data through various channels during the window period. As for the outgoing directors, supervisors and senior executives, they also fully suggested that they could only reduce their holdings of listed company shares 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 with regulations, 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". The bottom line that relevant personnel must study and abide.

Oriental Pearl strictly abides by the securities regulatory rules of the China Securities Regulatory Commission and the laws and regulations of the Shanghai Stock Exchange and industry norms, continuously improves the corporate governance structure and standardizes the company's operation and management process. it has established a "three-committee and one-layer" governance structure composed of shareholders' meeting, board of directors, board of supervisors and management, and at the same time formed a governance mechanism of incentive mechanism, supervision and checks and balances. It has achieved a 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 the system construction, introduced and revised a number of systems throughout the year, covering administration, finance, human resources, investment, technology, content, safety 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 salaries, but also strictly controls labor costs.

In terms of combing the internal system, following the promulgation of the new Securities Law and the relevant guidelines of the Securities Regulatory Commission and the Exchange, the Company initiated the formulation of the Internal Information Reporting Management System and its applicable submission form template at the end of 2019, which was approved by the eighth meeting of the ninth session of the Board of Directors on April 28, 2020. Up to now, it has successively revised, formulated and disclosed the "Information Disclosure Affairs Management System", "Insider Information Insider Registration Management System", "External Information Use Management System", "Investor Relations Management System" and "Internal Information Reporting Management System", and circulated them on the company's intranet and OA. 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 people, so as to better implement and promote the implementation of the system.

In 2019, Oriental Pearl held 2 general meetings of shareholders and prepared 8 meetings of the board of directors and 6 meetings of the board of supervisors. The preparation of each meeting, the notice of the meeting, the convening of the meeting, the resolution of the meeting, and the arrangement and preservation of the meeting materials are in line with the provisions of the standard operation, and the directors, supervisors and senior executives carefully examined and fully discussed the contents of the meeting. all 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 highest governance body and its committee in accordance with the principles of openness, fairness and fairness, and uses effective internal controls 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, forming a mechanism of checks and balances among the authority, decision-making bodies, supervisory bodies and management. Continuously improve the company's information disclosure management system and improve the level of corporate governance. In accordance with the relevant regulations of the China Securities Regulatory Commission, the company formulates and strictly implements the "Information Disclosure Management System", "Investor Relations Management System", "Inside Information Insider Registration Management System", "Oriental Pearl Information Disclosure Suspension and Exemption Business Management System" and other information disclosure and insider information confidentiality related systems. The company issued a total of 75 announcements throughout the year to disclose information in a true, accurate, complete and timely manner to fully protect investors' right to know.

2. Strengthen investor communication

In 2019, the Company will actively carry out investor relations management affairs and improve the working mechanism of the Company's communication, reception and service to investors. The company continues to strengthen system construction, attaches great importance to communication and interaction with investors, actively answers investor hotlines, checks and replies to investor emails, receives visiting investors, answers investor questions, and conducts open and transparent communication with investors through on-site communication, telephone, fax, and Internet. The company actively receives all kinds of research, and participates in the strategy meetings organized by major institutions, actively communicates with investors, and organizes investor exchange activities to enhance interaction and communication with investors.

In 2019, a total of 687 investor surveys were received, with a total of 1052 people, of which 523 were received online and 164 were received offline. Answering and replying to more than 2300 calls from investors throughout the year; Browse and reply to more than 100 emails from investors.

In order to further strengthen the interactive communication with investors, the company participated in the "2019 collective reception day for investors of listed companies in Shanghai jurisdiction" jointly organized by Shanghai Listed Companies Association and Shanghai Stock Exchange Information Network Co., Ltd. on September 26, 2019, The company's management actively communicated with investors on corporate governance, development strategy, business status, financing plan, equity incentive and sustainable development through online communication, and answer the investor question 43.

4. continue to maintain a high percentage of dividends, giving back to investors

Since the reorganization of the company in 2015, Oriental Pearl has actively given back to investors, enabling them to share the value of the enterprise, and has implemented profit distribution and gradually increased it every year. The total amount of cash dividends has reached 4.275 billion yuan, and the average annual dividend amount has increased by 184 compared with that before the reorganization.

5. Continues to Issue Social Responsibility Reports

The social responsibility report of listed companies is a report that reflects the environmental responsibility, social responsibility and corporate governance responsibility of listed companies. The company has disclosed social responsibility reports for four consecutive years, demonstrating the efforts made by Oriental Pearl to the government, shareholders, customers, partners, employees, communities, and the environment from the aspects of market performance, social performance, and environmental performance. It reflects that Oriental Pearl, as a leading company in the industry, pays attention to its own development, industry development, and social development.

Facing the future, Oriental Pearl will continue to work hard to improve the level of corporate governance, improve the quality of the company, implement the new Securities Law, strengthen investor protection, adhere to the unity of social and economic benefits, and enhance the ability to fulfill social responsibilities. Make more contributions to the sustainable development of society, economy, environment and industry!