Wuhan Tianyu Information Industry Co.Ltd(300205)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”), give full play to the role of the Secretary of the board of directors and strengthen the management and supervision of the work of the Secretary of the board of directors, According to 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 (hereinafter referred to as the “Securities Law”), and the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “listing rules”) (hereinafter referred to as “Shenzhen Stock Exchange’s self regulatory document No. 2” self regulatory rules for listed companies “(hereinafter referred to as” Shenzhen Stock Exchange’s self regulatory document No. 3002) and other relevant regulatory rules for listed companies “(hereinafter referred to as” Shenzhen Stock Exchange’s self regulatory document “).
Chapter II qualifications and responsibilities of the Secretary of the board of directors
Article 2 the Secretary of the board of directors is the senior management of the company. He is responsible to the board of directors, undertakes the obligations required by laws, regulations and the articles of Association for the senior management of the company, and enjoys corresponding work powers. Article 3 the Secretary of the board of directors acts as the designated contact between the company and Shenzhen Stock Exchange. The company shall establish an information disclosure department managed by the Secretary of the board of directors.
Article 4 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, financial principals and other senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in the work of information disclosure.
In order to perform his duties, the Secretary of the board of directors has the right to participate in relevant meetings, consult relevant documents, understand the company’s finance and operation, and require relevant departments and personnel of the company to provide relevant materials and information in time.
No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors. The Secretary of the board of directors may directly report to the Shenzhen stock exchange if he is unduly obstructed or seriously obstructed in the performance of his duties.
Article 5 the Secretary of the board of directors shall be a director, deputy general manager, financial director or other senior managers specified in the articles of association.
Article 6 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and pass the examination and obtain the qualification certificate of the Secretary of the board of directors recognized by Shenzhen Stock Exchange. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) the company law stipulates that the company is not allowed to act as a senior manager;
(II) the market entry prohibition measures taken by the CSRC not to serve as senior managers have not expired;
(III) being publicly recognized by the stock exchange as unfit for senior management, and the term has not expired;
(IV) administrative penalty imposed by the CSRC in the last 36 months;
(V) being publicly condemned by the stock exchange or being criticized in more than three circulars in the last 36 months; (VI) the current supervisor of the company;
(VII) persons who hold other administrative positions in the company’s controlling shareholder unit except directors and supervisors; (VIII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors or senior management.
The proposed Secretary of the board of directors is placed on file for investigation by the judicial organ due to suspected crime, or is placed on file for investigation by the CSRC due to suspected violation of laws and regulations, and there is no clear conclusion, or is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or is included in the list of dishonest Executees by the people’s court, The company shall timely disclose the reasons for the proposed appointment of such person and whether there are circumstances affecting the standardized operation of the company, and prompt relevant risks.
Article 7 the main responsibilities of the Secretary of the board of directors:
(I) be responsible for the company’s information disclosure, coordinate the company’s information disclosure, organize the formulation of the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure; (II) be responsible for the management of investor relations and shareholder information of the company, and coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, securities service institutions, media, etc;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, and be responsible for the minutes of the meetings of the board of directors and the general meeting of shareholders and sign for confirmation;
(IV) be responsible for the confidentiality of the company’s information disclosure, and timely report and announce to Shenzhen Stock Exchange in case of disclosure of undisclosed major information;
(V) pay close attention to media reports and take the initiative to verify the truth, and urge the board of directors to respond to all inquiries of Shenzhen Stock Exchange in time;
(VI) organize directors, supervisors and senior managers to receive training on securities laws and regulations and relevant rules of Shenzhen Stock Exchange, and assist the above-mentioned personnel to understand their rights and obligations in information disclosure;
(VII) urge directors, supervisors and senior managers to abide by securities laws and regulations, departmental rules, normative documents, listing rules and other relevant provisions of Shenzhen Stock Exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the company has made or may make a resolution in violation of relevant provisions, it shall remind it and report to Shenzhen stock exchange immediately and truthfully;
(VIII) other duties required by company law, securities law, CSRC and Shenzhen Stock Exchange.
Chapter III working procedures of the Secretary of the board of directors
Article 8 preparation and organization of the board meeting:
(I) as for the time and place of the meeting, the Secretary of the board of directors shall send a notice as soon as possible in accordance with the time limit, method and content specified in the articles of association and other relevant rules after asking the chairman for instructions;
(II) for any proposal that needs to be submitted to the board meeting for deliberation, the Secretary of the board of directors shall be responsible for reviewing its relevance and procedural nature, and then report it to the chairman to determine whether to submit it to the board meeting for deliberation.
(III) the Secretary of the board of directors shall deliver the meeting materials to all participants at the specified time before the meeting;
(IV) the Secretary of the board of directors shall keep minutes of the meeting for at least ten years.
Article 9 release of information and major issues:
(I) decide whether to release information and major issues according to relevant laws and regulations;
(II) the Secretary of the board of directors shall ask the chairman for instructions in advance for the information and major matters announced to the public;
(III) for the release of information announcement, the Secretary of the board of directors shall sign for confirmation and release after review.
Article 10 the Secretary of the board of directors shall organize and coordinate relevant departments to prepare materials and answer questions for the inquiry letter of the company from the regulatory authorities and Shenzhen Stock Exchange, and review it after completion.
Chapter IV appointment of secretary of the board of directors
Article 11 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 12 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss the Secretary of the board of directors without reason.
When the Secretary of the board of directors is dismissed or resigns, the board of directors of the company shall timely report to Shenzhen Stock Exchange, explain the reasons and make an announcement.
The Secretary of the board of directors has the right to submit a personal statement report to Shenzhen Stock Exchange on improper dismissal by the company or circumstances related to resignation.
Article 13 the company shall appoint the Secretary of the board of directors within three months after the former Secretary of the board of directors leaves office. During the vacancy of the Secretary of the board of directors of the company, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, report to Shenzhen stock exchange for filing, and determine the candidate of the Secretary of the board of directors as soon as possible. Before the company appoints a person to act as the Secretary of the board of directors, the chairman of the board of directors shall act as the Secretary of the board of directors. After the vacancy period of the Secretary of the board of directors exceeds three months, the chairman of the board of directors shall act as the Secretary of the board of directors until the company formally appoints the Secretary of the board of directors.
Article 14 the company shall appoint a securities affairs representative to assist the Secretary of the board of directors in performing his duties. When the Secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. During this period, the Secretary of the board of directors shall not be exempted from the responsibility for the company’s information disclosure.
Before being employed, the securities affairs representative shall obtain the qualification certificate of secretary of the board of directors recognized by Shenzhen Stock Exchange.
Article 15 when appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring him to promise to continue to perform the obligation of confidentiality during his term of office and after leaving office until the relevant information is disclosed, except for the information involving the company’s violations of laws and regulations.
Chapter V Legal Responsibilities of the Secretary of the board of directors
Article 16 the Secretary of the board of directors has the obligation of loyalty and diligence to the company, shall abide by the articles of association, earnestly perform his duties and safeguard the interests of the company, and shall not take advantage of his position and authority in the company to seek personal interests.
Article 17 under any of the following circumstances, the company shall dismiss the Secretary of the board of directors within one month from the date of occurrence:
(I) one of the circumstances specified in Article 5 of the system occurs;
(II) unable to perform duties for more than three consecutive months;
(III) major mistakes or omissions in the performance of duties, causing heavy losses to the company or shareholders;
(IV) violating laws and regulations, listing rules and other relevant provisions of Shenzhen Stock Exchange and the articles of association, causing heavy losses to the company or shareholders.
Article 18 before leaving office, the Secretary of the board of directors shall accept the departure review of the board of directors and the board of supervisors, and hand over relevant archives and documents, ongoing and pending matters under the supervision of the board of supervisors of the company.
Chapter VI supplementary provisions
Article 19 these rules are subject to Chinese laws and regulations, normative documents issued by the CSRC or its authorized institutions and the articles of Association; In case of conflict, Chinese laws, regulations, normative documents and articles of association shall prevail, and these measures will be adjusted in time.
Article 20 for matters not listed in these rules, the latest revised listing rules and articles of association shall prevail.
Article 21 these working rules shall come into force on the date when they are deliberated and adopted by the board of directors of the company.
Article 22 the board of directors shall be responsible for the interpretation of the detailed rules.
Wuhan Tianyu Information Industry Co.Ltd(300205) August 27, 2009 revised for the first time on February 28, 2002
