Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the rules of procedure of the board of directors
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 board of directors shall be responsible to the general meeting of shareholders. In Article 2 of the company law and the articles of association, the board of directors shall be responsible to the general meeting of shareholders and exercise decision-making power within the scope of powers conferred by the company law, the articles of association and the general meeting of shareholders. The board of directors shall exercise the following functions and powers: and exercise the decision-making power within the scope of functions and powers entrusted by the general meeting of shareholders.
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing;
(VII) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters;
(IX) decide on the establishment of the company’s internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the nomination of the general manager, appoint or dismiss the deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Check the work of the general manager and listen to the work report of the general manager;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 4 the board of directors shall establish an audit committee, whose main responsibilities are as follows: Article 4 the board of directors shall establish an audit committee. The board of directors shall formulate the Audit Committee (I) to propose to hire or replace the external audit institution; The working rules further clarify its functions and powers, working procedures and rules of procedure.
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system;
(VI) check the company’s compliance with laws and regulations;
(VII) other matters authorized by the board of directors.
The board of directors shall formulate the working rules of the audit committee and further clarify its functions and powers, working procedures and rules of procedure.
Article 7 the company has a chairman who is responsible for convening and presiding over the board of directors. Article 7 the company has a chairman and a vice chairman. The chairman is responsible for convening the meeting. If the chairman is unable or fails to perform his duties, more than half of the directors shall gather and preside over the meeting of the board of directors. If the chairman is unable or fails to perform his duties, the same director shall be elected to perform his duties. Presided over by the vice chairman. When the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall perform his duties.
Article 10 the board of directors shall convene an interim meeting under the following circumstances: Article 10 the board of directors shall convene an interim meeting under the following circumstances:
(I) shareholders representing more than one tenth of the voting rights propose; (I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors jointly propose; (II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors; (III) when proposed by the board of supervisors;
(IV) when the chairman considers it necessary; (IV) other circumstances stipulated by laws and regulations and the articles of association.
(V) when more than one-half of the independent directors propose;
(VI) the meeting is required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Chapter III Scope of proceedings of the board of directors
Article 26 the following matters shall be discussed by the board of directors and submitted to the general meeting of shareholders for discussion and adoption and resolution before implementation:
(I) major transactions to be deliberated by the general meeting of shareholders in accordance with the provisions of the articles of association
And related party transactions;
(II) election and replacement of directors and matters related to the remuneration of directors and supervisors;
(III) work report of the board of directors of the company;
(IV) the company’s annual financial budget plan and final settlement plan;
(V) the company’s profit distribution plan and loss recovery plan;
(VI) the company’s plan to increase or reduce its registered capital;
(VII) scheme for issuing corporate bonds;
(VIII) plans for merger, division, dissolution, liquidation and asset reorganization of the company;
(IX) scheme for amending the articles of Association;
(x) the company’s plan for employing and dismissing accounting firms;
（11） The proposal of shareholders with more than 5% of the total number of voting shares issued by the company.
Article 27 the following matters can be implemented only after the board of directors discusses and makes a resolution;
(I) decide to invest abroad, purchase, sell, replace, mortgage, pledge or otherwise dispose of assets within the scope of authority specified in the articles of Association;
(II) decide on the establishment of the company’s internal management organization;
(III) appoint or dismiss the general manager and Secretary of the board of directors of the company; Appoint or dismiss the company’s deputy general manager, chief financial officer and other senior managers according to the nomination of the general manager, and make a decision
Its remuneration and rewards and punishments.
(IV) formulate the basic management system of the company;
(V) listen to the work report of the general manager of the company and evaluate the work of the general manager;
(VI) manage the information disclosure of the company;
(VII) a plan to explain the qualified audit report issued by the certified public accountant on the company’s financial report to the general meeting of shareholders;
(VIII) provisions of laws, regulations, other normative documents or the articles of association, as well as plans for matters authorized by the general meeting of shareholders.
Article 28 when the board of directors makes resolutions on major investment matters, it may hire relevant experts or professionals to issue review opinions.
Article 36 If the proposal of the board meeting is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors.
Article 51 these Rules shall come into force upon deliberation and approval of the general meeting of shareholders. Article 45 These Rules shall come into force upon deliberation and approval of the general meeting of shareholders. These Rules shall apply to the proceedings of the board of directors before the public offering of shares.
