Wuhan Tianyu Information Industry Co.Ltd(300205)
Working system of annual report of independent directors
Article 1 in order to further improve the internal control system of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”), improve the quality of information disclosure, give full play to the independence of independent directors and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange, This working system is formulated in combination with the actual situation of the preparation and disclosure of the company’s annual report.
Article 2 independent directors shall earnestly perform the responsibilities and obligations of independent directors and be diligent in the preparation and disclosure of the company’s annual report. Independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws, administrative regulations, normative documents and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Article 3 independent directors shall carefully study the requirements of the CSRC, the CSRC, the Shenzhen Stock Exchange and other competent departments on the annual report and actively participate in the training organized by them.
Article 4 within 30 days after the end of each fiscal year, the management of the company shall comprehensively report the operation of the company and the progress of major events to the independent directors. At the same time, the company arranges independent directors to conduct on-site investigation on major matters.
The above matters shall be recorded in writing, and the necessary documents shall be signed by the parties concerned.
Article 5 the financial principal of the company shall submit the audit work arrangement and other relevant materials of the current year to the independent directors in writing before the certified public accountant who provides the annual report audit for the company enters the site for audit, and report the company’s financial status and operating results of the current year to the independent directors. If the independent directors think the materials are incomplete, they can request supplement. Article 6 before the audit of the annual audit accounting firm, the independent directors shall participate in the meeting with the annual audit accountant together with the audit committee of the company, and discuss with the accountant about the independence of the accounting firm and relevant auditors, the composition of the audit team, audit plan, risk judgment, testing and evaluation methods of risks and fraud This year’s audit focuses on communication, with particular attention to the company’s performance forecast and its correction. Independent directors should pay attention to whether the company has timely arranged the above-mentioned meeting and provided relevant support.
After the annual audit accountant issues the preliminary audit opinion and before the meeting of the board of directors to review the annual report, the independent directors shall participate in the meeting with the annual audit CPA again to communicate the preliminary audit opinion with the CPA. Independent directors should pay attention to whether the company has timely arranged the above-mentioned meeting and provided relevant support. The company shall arrange at least one meeting between the independent directors and the annual audit accountant after the annual audit CPA issues the preliminary audit opinion to communicate the problems found in the audit process, and the independent directors shall perform the duties of meeting.
The above communication process, opinions and requirements shall be recorded in writing and signed by relevant parties. Article 7 independent directors shall sign written confirmation opinions on the annual report.
If the independent directors cannot guarantee the authenticity, accuracy and completeness of the annual report or have objections, they shall state the reasons and express their opinions and disclose them.
Article 8 when disclosing the annual report, independent directors shall express independent opinions on major matters such as the company’s external guarantee, the occupation of funds by controlling shareholders and other related parties.
Article 9 if the independent directors have objections to the specific matters of the annual report, they can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company with the consent of more than half of all independent directors, and the relevant expenses shall be borne by the company.
Article 10 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary conditions for independent directors, and relevant personnel of the company shall actively cooperate with them, and shall not refuse, hinder or conceal, or interfere with the independent directors’ independent exercise of functions and powers.
The company appoints the Secretary of the board of directors to coordinate the communication between the independent directors and the management of the company, and actively create necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
Article 11 during the preparation and deliberation of the annual report, independent directors shall have the obligation of confidentiality. Before the disclosure of the annual report, strictly prevent the disclosure of insider information, insider trading and other illegal acts.
Article 12 during the preparation and deliberation of the annual report, independent directors shall not buy or sell the company’s shares.
Article 13 for matters not covered in the working system, the independent directors of the company shall implement in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 14 the working system shall be formulated and interpreted by the board of directors. Article 15 the working system shall come into force from the date of deliberation and adoption at the meeting of the board of directors of the company.
Wuhan Tianyu Information Industry Co.Ltd(300205) August 27, 2009 revised for the first time on February 28, 2002
