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Semiconductor Manufacturing International Corporation
(Semiconductor Manufacturing International Corporation (SMIC)
Investor relations management system
(Revised November 2024)
Chapter I: General Provisions
Article 1 To strengthen the Semiconductor Manufacturing International Corporation (SMIC).
International Integrated Circuit Manufacturing Co., Ltd.) (hereinafter referred to as the "Company") and investors and potential investors (hereinafter collectively referred to as "Investors") effective communication, deepen investors' understanding and recognition of the Company, improve the corporate governance structure, maximize the value of the Company and maximize the interests of shareholders, in order to effectively protect the legitimate rights and interests of investors, in accordance with the Securities Law of the People's Republic of China, the Guidelines for the Management of Investor Relations of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, The provisions of laws, regulations and normative documents such as the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and other laws, regulations, and normative documents, combined with the Memorandum and Articles of Association of Semiconductor Manufacturing International Corporation (hereinafter referred to as the "Articles of Association") and the actual situation of the Companyand formulate the Investor Relations Management System (hereinafter referred to as the "System").
Article 2 Investor relations management refers to the activities related to the Company's efforts to strengthen communication with investors and enhance investors' understanding and recognition of the Company by facilitating the exercise of shareholders' rights, information disclosure, interactive exchanges and handling of complaints, so as to enhance the level of corporate governance and the overall value of the enterprise, and to achieve the purpose of respecting, rewarding and protecting investors.
Article 3 The basic principles of investor relations management are:
(1) Principle of compliance. The company's investor relations management shall be carried out on the basis of fulfilling the obligation of information disclosure in accordance with the law, and shall comply with laws, regulations, rules and normative documents, industry norms and self-discipline rules, internal rules and regulations of the company, as well as the ethical norms and codes of conduct generally observed by the industry.
(ii) The principle of equality. The company shall treat all investors equally when carrying out investor relations management activities, especially to create opportunities and facilitate the participation of small and medium-sized investors.
(iii) The principle of initiative. The company should take the initiative to carry out investor relations management activities, listen to investors' opinions and suggestions, and respond to investors' demands in a timely manner.
(4) The principle of honesty and trustworthiness. In investor relations management activities, the company should pay attention to integrity, stick to the bottom line, standardize operations, assume responsibilities, and create a healthy and good market ecology.
Chapter 2 Content and Methods of Investor Relations Management
Article 4 The contents of communication between the company and investors in the management of investor relations mainly include:
(1) the company's development strategy;
(2) The content of statutory information disclosure;
(3) Operation and management information that the company may disclose in accordance with the law;
(iv) the Company's environmental, social and governance information;
(5) The company's cultural construction;
(6) the ways, channels and procedures for exercising shareholders' rights;
(7) Information on the handling of investors' claims;
(viii) the risks and challenges that the Company is or may face;
(9) Other relevant information of the Company.
Article 5 The Company shall carry out investor relations management through multiple channels, platforms and methods. The method of communication should facilitate the participation of investors, and the company should promptly identify and remove obstacles to communication. The channels, platforms and methods of communication between the company and investors include:
(1) The company's official website and the company's WeChat official account;
(2) The investor's contact number and email address;
(3) Interactive platform for investor relations of stock exchanges;
(4) Announcements;
(5) General meetings of shareholders;
(vi) Investor Briefings;
(vii) Roadshows and counter-roadshows;
(8) Investor and brokerage research;
(9) Brokerage Meetings;
(10) Publicity materials;
(11) Media interviews;
(12) Other lawful and effective channels, platforms and methods.
Article 6 The information that should be disclosed in accordance with laws, regulations, securities regulatory authorities and stock exchanges must be published on the designated website and designated media for information disclosure of the company at the first time. The website of the Shanghai Stock Exchange, the website of the Hong Kong Stock Exchange, and the official website of the Company are the websites of the Company's information disclosure.
The information disclosed by the company in other public media shall not precede the designated information disclosure platform, and shall not replace the company's announcement or leak undisclosed material information in other forms such as news releases or answering questions from reporters.
Article 7 The company shall set up a special contact telephone number and e-mail address for investors, which shall be responsible for a person who is familiar with the situation, to ensure that the line is smooth during working hours, to answer and receive in a serious and friendly manner, and to give feedback to investors through effective forms. If there is any change in the number and address, it should be announced in a timely manner.
Article 8 The Company shall strengthen the construction, operation and maintenance of investors' online communication channels, set up an investor relations column on the Company's official website, collect and reply to investors' consultations, complaints and suggestions by email, and publish and update relevant information on investor relations management in a timely manner.
Article 9 The company may arrange investors, fund managers and analysts to visit the company for on-site visits, discussions and communication. The company shall arrange activities reasonably and properly to avoid giving visitors the opportunity to obtain inside information and undisclosed information on major events.
Article 10 The Company and other persons with information disclosure obligations shall perform their information disclosure obligations in a timely and fair manner in strict accordance with the provisions of laws and regulations, self-discipline rules and the Articles of Association. The information disclosed shall be true, accurate, complete, concise, clear, and easy to understand, and there shall be no false records, misleading statements, or material omissions.
Article 11 The company shall give full consideration to the time, place and manner of the general meeting of shareholders, facilitate the participation of shareholders, especially small and medium-sized shareholders, and provide necessary time for investors to speak, ask questions and communicate with the company's directors and senior managers. The general meeting of shareholders shall provide a method of online voting. Company may
In order to fully communicate with investors and solicit opinions from investors after making an announcement in accordance with the information disclosure rules and before the general meeting of shareholders is held.
Article 12 The company shall, in accordance with the provisions of the China Securities Regulatory Commission and the stock exchange, hold a performance briefing after the end of the regular report, or communicate with investors, fund managers and analysts on the company's operation, financial status and other matters and listen to relevant suggestions through roadshows and surveys when deemed necessary.
Article 13 The Company shall clearly distinguish between publicity advertisements and media reports, and shall not use publicity and advertising materials and paid means to influence the objective and independent reporting of the media. The company should pay attention to the publicity and reports of the media in a timely manner and respond appropriately when necessary.
Chapter 3 Organization and Implementation of Investor Relations Management
Article 14 The secretary of the board of directors of the company is responsible for organizing and coordinating the management of investor relations. The major shareholders, directors and senior management of the company shall facilitate the secretary of the board of directors to perform the duties of investor relations management.
Article 15 The Company shall set up an investor relations department with special staff to be responsible for the management of investor relations.
Article 16 The main responsibilities of investor relations management include:
(1) Formulate an investor relations management system and establish a working mechanism;
(2) To organize investor relations management activities to communicate with investors;
(3) Organize timely and proper handling of investor consultations, complaints and suggestions, and provide regular feedback to the board of directors and management of the company;
(4) To manage, operate and maintain relevant channels and platforms for investor relations management;
(5) Protecting investors' exercise of shareholder rights in accordance with the law;
(6) Cooperate with and support investor protection institutions to carry out relevant work to safeguard the legitimate rights and interests of investors;
(7) Statistical analysis of the number, composition and changes of the company's investors;
(viii) Carry out other activities conducive to improving investor relations.
Article 17 The company shall establish a good internal coordination mechanism and information collection system, and on the premise of not affecting production and operation and not divulging trade secrets, the relevant departments shall actively cooperate with the investor relations management activities, and timely collect the production, operation, financial and other information of various departments and subordinate enterprises, including but not limited to: the relevant departments of the company shall provide relevant information on the company's internal operations on a regular or irregular basis, so as to facilitate the participation of personnel of the investor relations department in the company's internal operation work meetings and industry-related seminars and other activities.
Article 18 The company's major shareholders, directors, senior managers and staff shall not have the following circumstances in the management of investor relations:
(1) Revealing or publishing information on major events that has not yet been disclosed, or information that conflicts with information disclosed in accordance with law;
(2) Disclose or publish misleading, false or exaggerated information;
(3) Selectively disclosing or publishing information, or having material omissions;
(4) Make forecasts or commitments on the price of the company's securities;
(5) speaking on behalf of the Company without express authorization;
(6) Acts that discriminate, despise or otherwise treat minority shareholders unfairly or cause unfair disclosure;
(7) Violating public order and good customs, harming the public interest;
(8) Other violations of laws and regulations that violate information disclosure regulations, or affect the normal trading of the company's securities and its derivatives.
Article 19 The personnel engaged in investor relations management of the company shall have the following qualities and skills:
(1) Good conduct and professionalism, honesty and trustworthiness;
(2) Good professional knowledge structure, familiar with corporate governance, financial accounting and other relevant laws, regulations and the operation mechanism of the securities market;
(iii) Good communication and coordination skills;
(4) Have a comprehensive understanding of the company and the industry in which the company operates.
Article 20 The company shall establish and improve the investor relations management files, and may create an investor relations management database, which shall be archived in electronic or paper form. When carrying out various activities of investor relations management, the company shall record the activities and communication content by means of text, charts, audio and video, etc., and record them in the investor relations management file.
Chapter IV: Supplementary Provisions
Article 21 Matters not covered in this system shall be implemented in accordance with applicable laws, regulations, normative documents and the relevant provisions of the Articles of Association.
Article 22 This system shall be deliberated and approved by the Board of Directors, and shall take effect and come into force on the date of adoption, and the same shall apply for amendments.
Article 23 The Board of Directors shall be responsible for the interpretation and revision of this system.
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