Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
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 1 Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as the “company”) Article 1 Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as the “company”) in order to ensure that shareholders can exercise their rights according to law, ensure the efficient and standardized operation of the general meeting of shareholders and ensure that shareholders can exercise their rights according to law, ensure the efficient and standardized operation and scientific decision-making of the general meeting of shareholders, and improve the corporate governance structure, In accordance with the company law of the people’s Republic of China (scientific decision-making to improve the corporate governance structure, the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, regulations and normative documents, Wuhan Tianxia (hereinafter referred to as the “company law”), the rules of the general meeting of shareholders of listed companies and other relevant laws and regulations These rules are formulated in accordance with the provisions of the articles of association of Information Industry Co., Ltd. (hereinafter referred to as the “articles of association”), normative documents and the provisions of Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules and the articles of association to ensure that shareholders can exercise their rights according to law. The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
Article 2 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: Article 3 the general meeting of shareholders is the authority of the company and exercises its functions and powers within the scope specified in the company law and the company (I) determining the company’s business policy and investment plan; and the articles of association.
(II) elect and replace directors and supervisors not held by employee representatives, and decide on relevant matters
Remuneration of directors and supervisors;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan and final account plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters stipulated in the articles of association and these rules;
（13） Deliberating the major transactions that should be deliberated by the general meeting of shareholders according to Article 4 of these rules;
（14） Review the company’s major related party transactions;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the equity incentive plan;
（17） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 3 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(II) the guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) guarantees provided to shareholders, actual controllers and their related parties.
(VI) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, it exceeds 50% of the company’s latest audited net assets, and the absolute amount exceeds 30 million yuan.
Article 4 the donated assets shall meet one of the following criteria for deliberation at the shareholders’ meeting:
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and
The absolute amount exceeds 30 million yuan;
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 3 million yuan;
4. The single transaction amount of assets purchased or sold and foreign investment accounts for more than 15% of the latest audited net assets of the listed company; The transaction amount of other transactions (including debts and expenses) accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 30 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 3 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
When the company and the same trading party have two transactions in opposite directions other than items 2 to 4 of this article at the same time, the disclosure standard shall be calculated according to the higher of the transaction indicators in one direction.
If the subject matter of the transaction is equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all the assets and main business income of the company corresponding to the equity shall be regarded as the total assets involved in the above transaction and the main business income related to the subject matter of the transaction.
Article 5 the board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders.
All directors of the company shall be diligent and responsible to ensure that the general meeting of shareholders is held normally and carried out in accordance with the law
Exercise authority.
Article 6 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders is held from time to time, which appears in Article 101 of the company law and the public bank. The extraordinary general meeting of shareholders shall be held from time to time. In case that the company law and the articles of association stipulate that the extraordinary general meeting of shareholders should be held, and in case that the extraordinary general meeting of shareholders should be held, the extraordinary general meeting of shareholders shall be held within 2 months. Held in.
If the company has issued shares to the public and listed, and the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the shareholders’ meeting held in the place where the company is located, It shall report to the dispatched office of the CSRC where the company is located, the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the stock exchange where the company’s shares are listed, explain the reasons and make an announcement. Shenzhen Stock Exchange, and timely disclose relevant matters, the opinions of the parties to the dispute, the current situation of the company and other information that can help investors understand the actual situation of the company, as well as the special legal opinion issued by lawyers.
Article 11 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. Article 9 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the law and the proposal of executive directors to convene an extraordinary general meeting of shareholders, and the board of directors shall, in accordance with the provisions of laws, administrative laws and regulations and the articles of Association, submit its consent or the provisions of different regulations and the articles of association within 10 days after receiving the proposal, Within 10 days after receiving the proposal, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders. I intend to give written feedback on the convening of the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall, after the resolution of the board of directors is made, issue a notice of convening the extraordinary general meeting of shareholders within 5 days after the resolution of the board of directors is made; The board of directors disagrees with the convening of the extraordinary general meeting of shareholders and issues the notice of convening the general meeting of shareholders within 5 days; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons. If necessary, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement.
Article 12 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and Article 10 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall submit a written proposal to the board of directors in accordance with laws, administrative regulations and public regulations. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, propose to agree or disagree with the provisions of the articles of association of the interim company within 10 days after receiving the proposal, and submit written feedback on whether to agree or disagree with the convening of the interim general meeting of shareholders within 10 days after receiving the proposal. Written feedback from the general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall, after the resolution of the board of directors is made, give a notice of convening the extraordinary general meeting of shareholders within 5 days after the resolution of the board of directors is made. For the change of the original proposal in the notice, it shall give a notice of convening the general meeting of shareholders within 5 days, Any change to the original proposal in the notice shall be approved by the board of supervisors. The board of supervisors agreed.
If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or does not agree to convene the extraordinary general meeting of shareholders within 10 days after receiving the proposal, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform the duty of convening the general meeting of shareholders. If no written feedback is given, it shall be deemed that the board of directors is unable to perform or fails to perform the duty of convening the general meeting of shareholders, The board of supervisors may convene and preside over the meeting on its own. The board of supervisors may convene and preside over the meeting on its own. If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance, At the same time, it shall cooperate with the board of supervisors to convene the general meeting of shareholders on its own, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
Article 13 shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors of ordinary shareholders who individually or jointly hold more than 10% of the company’s shares to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. (including preferred shareholders whose voting rights have been restored) shall have the right to request the board of directors to convene an extraordinary shareholders’ meeting. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, after receiving the request, submit it to the board of directors in writing. The board of directors shall, in accordance with laws and administrative regulations, give written feedback on whether it agrees or disagrees to convene the extraordinary general meeting of shareholders within 10 days. In accordance with the provisions of laws and regulations and the articles of association, if the consent or different board of directors agree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request, the written feedback on convening the extraordinary general meeting of shareholders shall be made after the resolution of the board of directors is made. The notice of convening the general meeting of shareholders shall be issued within 5 days. The change of the original request in the notice shall be approved by the board of directors. If the extraordinary general meeting of shareholders is held, it shall be held after the resolution of the board of directors is made
Consent of relevant shareholders. The notice of convening the general meeting of shareholders shall be issued within 5 days. Any change to the original request in the notice shall be approved by the company
