This document is a summary of external communications compliance requirements, prepared for the reference of colleagues in PR, IR, Legal, Marketing, Sales, HR, and the public relations agency. The original guidelines shall govern in all respects.
I. Scope of Application
1.1 Who Must Comply
The Company and its principal shareholders
Directors, senior officers, and employees of the Company
Agents, advisers, and representatives
Subsidiaries, consolidated affiliated entities, and affiliates
Intermediaries and their affiliates
All persons acting on behalf of any of the foregoing (including the public relations agency)
1.2 Restricted Period
Throughout the Restricted Period, all relevant persons must comply with the full set of rules set forth in these guidelines
1.3 Definition of "Publicity"
The dissemination of information to third parties (including employees) through any means of communication (written, oral, or electronic)
Covers information regarding the business, assets, financial condition, and prospects of the Company, its subsidiaries, consolidated affiliated entities, and affiliates
Covers general industry information
"Publish or release" likewise refers to the dissemination of information through any medium
1.4 Consequences of Non-Compliance
Relevant persons may, in their individual capacities, incur civil and/or criminal liability
Negative publicity regarding the Group may be triggered
II. Forms of Communication Subject to the Guidelines
The following forms of communication are all subject to the guidelines (non-exhaustive):
Press releases
Radio and television broadcasts (both paid advertisements and interview programs)
Newspapers and magazines
Internet websites, e-mail, and social media (LinkedIn, X, WeChat Official Accounts, video accounts, etc.)
Video and audio materials
Meetings, speeches, and press conferences
Factual data and information, posters, advertisements, and promotional brochures
Presentations to, and telephone conversations with, financial institutions and analysts
Internal communications (employee handbooks, newsletters, customer communications, new-market initiatives)
III. Permitted Conduct
3.1 Ordinary Course Communications
Information consistent with ordinary business needs may continue to be published in the normal course
Scope: factual business or financial information published on a regular basis, advertising of products and services, interim reports, and the like
Bright-line standard: the timing, manner, content, level of information, media used, and frequency of publication must be substantially consistent with prior practice
3.2 Unsolicited Telephone Inquiries
May respond to: unsolicited inquiries that are factual in nature and do not concern undisclosed material information
May not respond to: any matters concerning undisclosed material information
3.3 Recruitment Information and Pure Operational Information
Information published solely for recruitment purposes
Purely operational information (e.g., internal process or operational data notices)
3.4 Special Conditions Applicable to "Forward-Looking" Information
May be published: forward-looking information of a type, and in a manner, timing, and form, consistent with prior practice
Precondition: must be reviewed and approved in writing in advance
No forward-looking content may be published unilaterally without such review
3.5 Prohibition on Initiating or Materially Expanding Publicity Campaigns
Even where a legitimate commercial purpose exists, the Company must not initiate or materially expand any publicity campaign concerning its business or services in the United States or elsewhere
Any proposed new publicity campaign must be discussed in advance
IV. Five Core Prohibitions
Do not respond to any media inquiry — all such inquiries must be referred to the designated spokesperson
Do not disclose to the public any non-public information
Do not provide to the media, the public, or employees any information concerning the financial condition, operating results, material transactions or projects, or price-sensitive information of the Group (other than information already in the public domain)
Do not make any assumptions or projections concerning the prospects, forecasts, projected financials, budgets, or future plans of the Group, its business, or its industry
Do not express any opinion
V. Key Hong Kong Rules
5.2 Media Monitoring by the Regulator
The regulator actively monitors press reports concerning the Company
It may require the Company to provide detailed explanations regarding any information appearing in the media (regardless of source)
If the information is inaccurate or misleading, negative publicity may result
5.3 Statutory Restrictions in Hong Kong
Breach of the relevant statutory requirements may give rise to civil and/or criminal liability
5.4 Contractual and Disclosure Obligations Regarding Information
Information published by relevant persons may constitute information of legal significance
If such information is subsequently found to be inaccurate or misleading, civil and/or criminal liability may follow
All information must be true, accurate, and not misleading
VI. Key U.S. Rules
6.2 Prohibition on "General Solicitation / General Advertising"
Prohibited: the publication or broadcast of any advertisement, article, notice, or communication in U.S. newspapers, magazines, television, or radio
Prohibited: invitations in the United States to seminars or meetings whose attendees have been invited by means of general solicitation
Any public statement made at a meeting in the United States referring to the Company or its business may constitute a violation
6.3 Prohibition on "Directed Selling Efforts"
Prohibited: mailing printed materials to U.S. investors
Prohibited: conducting promotional seminars in the United States
Prohibited: placing advertisements in U.S. publications or in non-U.S. publications having a "general circulation" in the United States
Definition of "general circulation": (i) principally printed for distribution in the United States; or (ii) having had an average circulation in the United States during the preceding 12 months of 15,000 or more copies per issue
VII. Specific Rules Regarding Media Activities
7.1 Meetings, Press Conferences, and Interviews Within the United States
As a general matter, in-person meetings with investors within the United States are prohibited
No meetings, press conferences, or interviews may be held in the United States with analysts, the media, or investors
Any such plans must be discussed in advance
7.2 Meetings, Press Conferences, and Interviews Outside the United States
Journalists representing U.S. publications may be invited to attend, provided that the following conditions are satisfied:
The meeting, press conference, or interview is conducted entirely outside the United States, including all teleconference participants and any follow-up contacts
Identical information is made available to U.S. and non-U.S. journalists (the Company need not verify whether non-U.S. journalists actually attend)
7.3 One-on-One Interviews (Restricted Press)
Definition of "restricted press": U.S. publications and non-U.S. publications having a general circulation in the United States
Condition: equivalent one-on-one opportunities must be afforded to non-U.S. journalists (principle of reciprocal access)
An "exclusive" one-on-one interview with a single journalist is permitted; this does not preclude journalists from U.S. publications from competing for participation
Where an exclusive interview is granted to a "pure" U.S. publication and no equivalent opportunity has been afforded to non-U.S. publications: a separate overseas press conference or meeting in compliance with these guidelines must be held before or after such interview
7.4 Press Releases and Advertisements
Press releases distributed to the restricted press must be approved in advance
7.5 Speeches and Other Presentations
Without prior consultation, senior officers of the Company must not accept or deliver any public speech touching upon financial condition, operating results, or the Company's plans
Such activities may constitute "directed selling efforts"
No unsolicited contact may be initiated with U.S. securities analysts
VIII. Internet Website Compliance (High-Risk Area)
8.1 Regulatory Position
Website postings are treated as "written communications"
For non-U.S. companies, website postings are treated as "communications entering the United States" rather than as purely extraterritorial conduct
Where access by the U.S. public is not restricted, liability under U.S. law may be triggered
8.2 Website Operating Requirements
Exercise caution when launching new websites or materially expanding existing websites, so as to avoid being viewed as "conditioning the market" in the United States
Avoid any reference to any analyst report, forecast, budget, or estimate, and any links thereto
Avoid linking to any news beyond factual reporting in the ordinary course of business
Forward-looking information on the website must be accompanied by appropriate cautionary statements
All information on the website must be periodically reviewed, updated, and reassessed, with stale or irrelevant content removed
All websites should be reviewed immediately, and any inappropriate content should be removed
IX. Restrictions on Disclosure of Material Information to Analysts
Prohibits the disclosure or provision of any material information to investment research analysts, unless such information is already in the public domain
Includes forward-looking information (qualitative or quantitative)
"Material" test: whether the information would have a material impact on an investor's ability to make an informed and reasonable assessment of the Company and its financial condition and profitability
The restriction applies to all communications, whether direct or indirect, formal or informal, written or oral
The restriction applies to all contexts, including meetings, presentations, site visits, interviews, and any other circumstance
Where any relevant intention or risk exists, guidance must be sought in advance
X. Other Compliance Matters
10.1 Control Mechanism
Public commentary regarding the Group should be confined to a small number of designated senior officers
Each authorised senior officer should retain a copy of these guidelines
Public commentary should, to the extent practicable, be reviewed in advance
10.3 Management of the Public Relations Agency
The public relations agency must be provided with a copy of these guidelines and instructed to comply with all restrictions hereunder
The public relations agency must be specifically instructed not to take any action designed to generate greater investor interest in the Company
10.4 Research Reports
The Group must not cooperate in the preparation of research reports concerning the Group by any bank or securities firm
Distribution of research reports must comply with the relevant restrictions, in particular the restrictions on distribution into the United States
10.6 Other Sensitive Statements
Particular caution must be exercised in commenting on the Group's future performance, and statements that are excessively positive, forward-looking, or unsupported by fact must be avoided
Such public statements should be discussed in advance
XI. Persons to Whom the Guidelines Should Be Distributed
Directors and management of the Company
Employees or advisers who may have contact with the media or securities analysts, or who are responsible for disclosure of relevant information (including PR consultants)
Persons within each member of the Group, the controlling shareholder, and other affiliated entities who are responsible for directing implementation
Persons who have, or may have, access to non-public information
XII. Key Training Reminders (One-Liner Takeaways)
When in doubt, remain silent — any question must be referred to Legal
"Ordinary course communications" do not mean "publish at will" — frequency, media, and tone must remain consistent with historical practice
Forward-looking statements are the high-voltage line — words such as "sustained growth," "increased investment," and "All-in" all require prior approval
Statements by senior officers cannot be ring-fenced — statements by senior officers in any setting will be treated as statements of the Company
Websites and social media are high-risk areas — all updates must go through the approval process
The U.S. dimension cannot be omitted — even though the principal jurisdiction is Hong Kong, U.S. rules apply mandatorily and concurrently
Standard response to media inquiries — do not answer, do not comment, refer to the designated spokesperson
Maintain recordings on the record — before any media interview, inform the counterparty of the recording and obtain their consent
If something is said in a public interview that is not in the public domain, it must, by definition, not be sufficiently important
With respect to forecasts and matters that have not yet occurred: avoid quantitative figures and specific strategies, and confine statements to macro-level direction