Wuhan Tianyu Information Industry Co.Ltd(300205)
Rules of procedure of the board of supervisors
Article 1 in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) and other laws and regulations These rules are formulated in accordance with other normative documents and the relevant provisions of the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (“the articles of association”).
Article 2 the company shall set up a board of supervisors, which is the permanent supervision organization of the company and is responsible to all shareholders; According to the articles of association and the duties and powers granted by all shareholders, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders. The board of supervisors is composed of 3 supervisors, of which the proportion of employee representative supervisors is not less than 1 / 3 (i.e. 1 person). The board of supervisors shall have a chairman. Supervisors shall have professional knowledge and relevant working experience in law, accounting, etc.
Article 3 the meetings of the board of supervisors are divided into regular meetings and interim meetings. The regular meeting of the board of supervisors shall be held at least once every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
(I) when any supervisor proposes to hold a meeting;
(II) when the general meeting of shareholders and the meeting of the board of directors pass resolutions that violate laws, regulations, rules, various regulations and requirements of regulatory authorities, the articles of association, resolutions of the general meeting of shareholders and other relevant provisions;
(III) when the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
(IV) the company, directors, supervisors and senior managers are sued by shareholders;
(V) when the company, directors, supervisors and senior managers are punished by the securities regulatory department or publicly condemned by the Shenzhen Stock Exchange;
(VI) other circumstances stipulated by laws and regulations and the articles of association.
Article 4 the meeting of the board of supervisors shall be convened and presided over by the chairman of the board of supervisors; The chairman of the board of supervisors is unable to perform his duties or
Article 5 when convening regular and interim meetings of the board of supervisors, the written notice of the meeting stamped with the seal of the board of supervisors or signed by the chairman of the board of supervisors shall be submitted to all supervisors by direct delivery, fax, e-mail or other means. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. If the situation is urgent and it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 6 the written notice of the meeting of the board of supervisors shall at least include the following contents:
(I) time and place of the meeting;
(II) matters to be considered (meeting proposal);
(III) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(IV) meeting materials necessary for the voting of supervisors;
(V) the requirement that supervisors should attend the meeting in person;
(VI) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the explanation that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Article 7 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 8 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf. The power of attorney shall specify the name of the agent, agency matters, authority and validity period, and shall be signed or sealed by the principal. The supervisor who attends the meeting on his behalf shall exercise the rights of the supervisor within the scope of authorization. If a supervisor fails to attend the meeting of the board of supervisors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting. Article 9 the board of supervisors shall express opinions on the following matters:
(I) legal operation of the company. Whether the company’s decision-making procedures are legal, whether a perfect internal control system is established, and whether the directors and senior managers of the company violate laws, regulations, articles of association or damage the interests of the company when performing their duties; The board of supervisors shall express its opinions on the self-evaluation report of the company’s internal control.
(II) check the financial situation of the company. The board of supervisors shall specify whether the financial report truly reflects the company’s financial status and operating results, review the securities issuance documents and periodic reports prepared by the board of directors, and put forward written review opinions.
(III) whether the actual investment projects of the latest raised funds are consistent with the promised investment projects, and whether the change procedures are legal if the actual investment projects are changed; If the company uses idle raised funds to invest in products, supplement working capital, or replace its own funds with raised funds, the board of supervisors shall give clear consent.
(IV) whether the transaction price of the company’s acquisition and sale of assets is reasonable, whether insider trading is found, whether it damages the rights and interests of some shareholders or causes the loss of the company’s assets.
(V) whether the related party transactions are fair and whether they harm the interests of the company.
(VI) if the accounting firm has issued a non-standard audit report, or if the realized profit of the company in the reporting period is more than 20% lower than the profit forecast or more than 20% higher than the profit forecast, the board of supervisors shall clearly express its opinions on the explanation of the board of directors on the above matters.
(VII) the board of supervisors shall express opinions on whether the employee stock ownership plan is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and all shareholders, and whether the company forces employees to participate in the company’s stock ownership plan by means of apportionment and forced distribution.
(VIII) the board of supervisors shall express opinions on whether the draft equity incentive plan is conducive to the sustainable development of the listed company and whether there is any situation that obviously damages the interests of the listed company and all shareholders.
(IX) if the actual controller, shareholders, related parties, acquirers and related parties of the company intend to change the commitments made publicly, the board of supervisors shall express opinions on whether the change scheme proposed by the promisor is legal and compliant and conducive to protecting the interests of the company or other investors.
(x) the company changes accounting policies independently.
Article 10 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
The chairman of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting to accept questions.
Article 11 the voting at the meeting of the board of supervisors shall be carried out in the form of one person, one vote, open name and written form.
The voting intention of supervisors is divided into consent, objection and abstention. Supervisors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, the chairman of the meeting shall require the supervisor to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
The resolution formed by the board of supervisors shall be approved by more than half of all supervisors.
Article 12 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 13 the minutes of the meeting of the board of supervisors shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VII) other matters that the supervisors attending the meeting think should be recorded.
Article 14 the supervisors and recorder attending the meeting shall sign the meeting minutes for confirmation. If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing.
Article 15 the announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the listing rules.
Article 16 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors.
Article 17 the meeting archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the chairman of the board of supervisors.
The retention period of the meeting materials of the board of supervisors is ten years.
Article 18 members of the board of supervisors shall have the obligation of confidentiality. The company shall not disclose the company’s trade secrets and the proposals considered by the board of supervisors before the information disclosure is carried out. Article 19 in case of matters not specified in these rules or the relevant provisions of these rules are inconsistent with the relevant provisions of national laws and administrative regulations, the provisions of relevant laws and administrative regulations shall prevail.
Article 20 these Rules shall come into force on the date when they are deliberated and adopted by the general meeting of shareholders.
Article 21 in these rules, “above” includes this number.
Article 22 the board of supervisors shall be responsible for the interpretation of these rules.
Wuhan Tianyu Information Industry Co.Ltd(300205) August 27, 2009 first revised on November 28, 2012 second revised on February 28, 2002
