Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the rules of procedure of the board of supervisors
Note: adding “delete line” indicates that the clause has been deleted, and “bold font” indicates that the clause has been added or modified.
Before and after revision
Article 2 the company shall set up a board of supervisors, which is the permanent supervision organization of the company. 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; Be responsible to the shareholders according to the articles of association and the duties and powers granted by all shareholders; According to the articles of association and the duties and powers granted by all shareholders, supervise the compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and the legality and compliance of the performance of duties by the company’s directors, general manager and other senior managers, so as to safeguard the legitimate rights and interests of the company and shareholders. Supervise legal compliance and safeguard the legitimate rights and interests of the company and shareholders.
Article 3 the board of supervisors consists of three supervisors, including one employee representative supervisor. The board of supervisors consists of three supervisors, of which the proportion of employee representative supervisors shall not be less than 1 / 3. The board of supervisors shall have a chairman. The supervisor shall have professional knowledge in law, accounting and other aspects and relevant (i.e. 1 person). The board of supervisors shall have a chairman. Supervisors shall have working experience in law, accounting, etc. Professional knowledge and relevant working experience.
Article 4 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
(II) check the company’s finance;
(III) supervise the acts of directors and senior managers in performing their duties of the company, and punish the directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders
Propose the removal of senior managers;
(IV) require the directors and senior managers to correct when their acts harm the interests of the company;
(V) propose to convene an extraordinary general meeting of shareholders, and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the company law;
(VI) put forward proposals to the general meeting of shareholders;
(VII) bring a lawsuit against directors and senior managers in accordance with Article 152 of the company law;
(VIII) investigation can be carried out in case of abnormal operation of the company; When necessary, professional institutions such as accounting firms and law firms can be hired to assist their work, and the expenses shall be borne by the company;
(IX) may attend the board meeting as nonvoting delegates and raise questions or suggestions on the matters of the board meeting;
(x) other functions and powers to be exercised by the board of supervisors in accordance with laws and administrative regulations.
Article 5 the meetings of the board of supervisors are divided into regular meetings and interim meetings. 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 at least once every six months during the tenth meeting. Under any of the following circumstances, the board of supervisors shall convene an interim meeting within ten days:
(I) when any supervisor proposes to hold a meeting; (I) when any supervisor proposes to hold a meeting;
(II) the general meeting of shareholders and the meeting of the board of directors passed laws, regulations and rules in violation of laws, (II) the general meeting of shareholders and the meeting of the board of directors passed laws, regulations and rules in violation of laws, regulations and rules
Various regulations and requirements of the regulatory authorities, the articles of association, the resolutions of the company’s general meeting of shareholders and various regulations and requirements of its regulatory authorities, the articles of association, the resolutions of the company’s general meeting of shareholders and other relevant resolutions; When he makes a resolution on relevant provisions;
(III) the misconduct of directors and senior managers may cause significant damage to the company; (III) the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market; Harm or cause adverse impact on the market;
(IV) the company, directors, supervisors and senior managers are sued by shareholders; (IV) the company, directors, supervisors and senior managers are sued by shareholders; (V) the company, directors, supervisors and senior managers are punished by the securities regulatory department (V) the company, directors, supervisors and senior managers are punished by the securities regulatory department or publicly condemned by the stock exchange where the company’s shares are listed; Punishment or public condemnation by Shenzhen Stock Exchange;
(VI) when required by the securities regulatory authority; (VI) other circumstances stipulated by laws and regulations and the articles of association.
(VII) other circumstances stipulated in the articles of association.
Article 9 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. Article 7 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
If a supervisor refuses to attend or fails to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authority in a timely manner.
Article 11 the board of supervisors shall express opinions on the following matters: 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 procedure is legal and whether it is established (I) the operation of the company according to law. Whether the company’s decision-making procedures are legal, whether a perfect internal control system has been established, whether the company’s directors and senior managers have a perfect internal control system when performing their duties, and whether the company’s directors and senior managers have violated laws, regulations, the company’s constitution or harmed the interests of the company when performing their duties; There is no violation of laws, regulations, articles of association or damage to the interests of the company; The board of supervisors shall (II) inspect the financial situation of the company. The board of supervisors shall clearly state whether the financial report expresses opinions on the self-evaluation report of the company’s internal control.
Truly reflect the financial situation and operating results of the company; (II) check the financial situation of the company. The board of supervisors shall clearly state whether the financial report (III) whether the actual investment items and committed investment items of the company’s latest raised funds truly reflect the company’s financial situation and operating results, and shall issue securities prepared by the board of directors
The objectives are consistent. If there is any change in the actual investment project, whether the change procedure is legal; Review documents and periodic reports and put forward written review opinions.
(IV) whether the transaction price of the company’s acquisition and sale of assets is reasonable, whether there is any insider found (III) whether the project actually invested by the latest raised funds is traded with the project promised to be invested, whether it damages the rights and interests of some shareholders or causes the loss of the company’s assets; If there is any change in the actual investment project, whether the change procedure is legal; (V) whether the company’s use of idle raising (V) related party transactions is fair and does it harm the interests of the company; (VI) if the accounting firm issues a non-standard audit report, or the board of directors of the company shall issue a clear consent opinion.
During the reporting period, the realized profit is more than 20% lower than the profit forecast or 20% higher than the profit forecast. (IV) whether the transaction price of the company’s acquisition and sale of assets is reasonable and whether there is any insider, the board of supervisors shall clearly express its opinions on the explanation of the board of directors on the above matters. Whether the transaction has damaged the rights and interests of some shareholders or caused 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 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 determine whether the change plan proposed by the commitment is consistent
Express opinions on legal compliance and whether it is conducive to protecting the interests of the company or other investors. (x) the company changes accounting policies independently.
Article 16 the supervisors attending the meeting shall sign the meeting minutes for confirmation. Article 14 the supervisors and recorder attending the meeting shall sign the minutes of the meeting. If they have different opinions on the minutes, they may make a written explanation when signing. If necessary, it shall be recognized. If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing. Timely report to the regulatory authorities, or make public statements.
If the supervisor neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes.
Article 22 these Rules shall enter into force on the date of public offering of the company after being deliberated and adopted by the general meeting of shareholders. Article 20 these Rules shall enter into force on the date of deliberation and adoption by the general meeting of shareholders.
Effective on the date of the shares. Before the company publicly issues shares, the proceedings of the board of supervisors of the company shall be implemented with reference to these rules.
