Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table for revision of information disclosure management system
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 8 the information that the company should publicly disclose mainly includes: Article 8 the information that the company should publicly disclose mainly includes:
(I) regular reports of the company, including annual reports, interim reports and quarterly reports; (I) regular reports of the company, including annual reports, interim reports and quarterly reports; (II) an interim report issued by the company to the public according to law in case of major events that may have a great impact on the trading price of the company’s securities and their derivatives (II) a major event that may have an impact on the trading price or investment decision of the company’s securities and their derivatives; In case of major events that have a great impact on the company’s decision-making, the company shall publish the interim report (III) the company’s prospectus, prospectus and listing announcement according to law. Report;
(III) the company’s prospectus, prospectus and listing announcement, etc.
Article 10 periodic report Article 10 periodic report
(I) the periodic reports that the company should disclose include: annual report and interim report; (I) the periodic reports that the company should disclose include: annual report, interim report and quarterly report. All information that has a significant impact on investors’ investment decisions shall be reported in advance and quarterly. All information that has a significant impact on investors’ investment decisions shall be disclosed. The financial and accounting reports in the annual report shall be disclosed by the relevant businesses of securities and futures. The financial and accounting reports in the annual report shall be audited by an accounting firm with securities and futures related business qualifications. Audit by a qualified accounting firm.
(II) the annual report shall be submitted within 4 months from the end of each fiscal year, the intermediate (II) annual report shall be submitted within 4 months from the end of each fiscal year, the interim report shall be submitted within 2 months from the end of the first half of each fiscal year, and the quarterly report shall be submitted within 2 months from the end of the first half of each fiscal year
The report shall be completed within one month after the end of the third and ninth month of each fiscal year. The report shall be prepared and disclosed within one month after the end of the third and ninth month of each fiscal year. Complete and disclose.
The quarterly report of the first quarter shall not be disclosed earlier than the annual report of the previous year. The quarterly report of the first quarter shall not be disclosed earlier than the annual report of the previous year. Disclosure time.
(III) the contents of the annual report, the interim report and the relevant quarterly report shall be prepared in accordance with the provisions of the CSRC. It shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
(IV) the directors and senior managers of the company shall sign a written confirmation for the periodic report (IV) the contents of the periodic report shall be examined and approved by the board of directors of the listed company. Without the opinions of the board of directors, the board of supervisors shall put forward written review opinions to explain the preparation and review process of the board of directors, and the periodic reports reviewed and approved by the board of directors shall not be disclosed. The directors and senior managers of the company shall check whether the procedures comply with laws, administrative regulations and the provisions of the CSRC, whether the contents of the report have signed written confirmation opinions on the periodic report, and explain whether the preparation and review procedures of the board of directors can truly, accurately and completely reflect the actual situation of the listed company. Comply with laws, administrative regulations and the provisions of the CSRC, and whether the contents of the report can truly reflect the authenticity, accuracy, truthfulness, accuracy and integrity of the contents of the periodic report of directors, supervisors and senior managers. If the integrity of the board of directors cannot be guaranteed or there are objections, the board of supervisors shall state the reasons and express opinions, review the prepared periodic report and put forward written review opinions.
To disclose. The directors and supervisors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report. (V) if the company expects a loss or significant change in its operating performance, the company shall make a performance forecast in time according to the relevant provisions of the investment management department when the board of directors or the board of supervisors deliberates and reviews the periodic report. Negative vote or abstention vote.
(VI) in case of performance disclosure before the disclosure of the periodic report, or performance rumors, and the directors, supervisors and senior managers of the company have abnormal fluctuations in the authenticity and accuracy of the contents of the periodic report and the trading of the company’s securities and their derivatives, the company shall timely disclose that the integrity of the report cannot be guaranteed or have objections, and shall state the reasons and express opinions, And relevant financial data for the reporting period. To disclose.
(VII) if a non-standard audit report is issued for the financial and accounting report in the periodic report, and the company (V) expects a loss or significant change in the operating performance, the company shall comply with the supervision
The board of directors of the company shall make a special explanation on the matters involved in the audit opinion. The management department shall timely make performance forecast according to relevant regulations.
(VI) in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period.
(VII) if a non-standard audit report is issued for the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation for the matters involved in the audit opinion.
Article 11 interim report Article 11 interim report
(I) the occurrence of a major event that may have a great impact on the trading price of the company’s securities and their derivatives (I) the occurrence of a major event that may have a great impact on the trading price of the company’s securities and their derivatives. If the investor has not been informed, the company shall immediately disclose it to explain the major event of the event. If the investor has not been informed, the company shall immediately disclose it to explain the cause of the event Current status and possible impact. Causes, current status and possible impact of.
The major events referred to in this paragraph include: the major events referred to in this paragraph include:
1. Major changes in the company’s business policy and business scope; 1. Major changes in the company’s business policy and business scope;
2. The company’s major investment behavior and major decision to purchase property; 2. The company’s major investment behavior, the company purchases and sells major assets within one year 3 The conclusion of important contracts by the company may have an important impact on the company’s assets, liabilities, rights and interests and the mortgage and operating results of the company’s main assets for business use, which exceed 30% of the company’s total assets; Pledge, sell or scrap more than 30% of the assets at one time;
4. The company has major debts and fails to pay off the due major debts, 3 Where the company enters into important contracts, provides major guarantees or engages in connected transactions, it may or incur large amount of liability for compensation; Can have an important impact on the company’s assets, liabilities, equity and operating results;
5. The company incurs major losses or losses; 4. The company has major debts and fails to pay off the due major debts, 6 Major changes in the external conditions of the company’s production and operation; Or a large amount of compensation liability occurs;
7. Change of directors, more than 1 / 3 supervisors or managers of the company; Chairman or 5 The company suffers heavy losses;
The manager is unable to perform his duties; 6. Major changes in the external conditions of the company’s production and operation;
8. Shareholders or actual controllers who hold more than 5% of the company’s shares hold 7 The directors, more than one-third of the supervisors or managers of the company have changed, and the chairman of the board or the situation of controlling the company has changed greatly; The manager is unable to perform his duties;
9. Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; Or according to 8 Shareholders or actual controllers holding more than 5% of the company’s shares have entered bankruptcy proceedings or are ordered to close down; 10. The situation of controlling the company has changed greatly, and the actual controller of the company and other persons under its control Major litigation and arbitration involving the company, and major changes have taken place in the situation that the enterprise is engaged in the same or similar business as the company according to the resolutions of the general meeting of shareholders and the board of directors;
The law is revoked or declared null and void; 9. The company’s plans for dividend distribution and capital increase, and important changes in the company’s equity structure, 11 The company is suspected of violating laws and regulations and is investigated by the competent authority, or is subject to criminal punishment, capital reduction, merger, division, dissolution and application for bankruptcy; Or breaking major administrative penalties according to law; Directors, supervisors and senior managers of the company are suspected of violating laws and disciplines, are subject to property ownership procedures and are ordered to close down;
The competent authority investigates or takes compulsory measures; 10. Major litigation and arbitration involving the company, and resolutions of the general meeting of shareholders and the board of directors are in accordance with 12 The newly promulgated laws, regulations, rules and industrial policies may have serious legal effect on the company, revoke or declare it invalid;
Great influence; 11. The company is suspected of committing a crime and is investigated according to law, and the controlling shareholder and actual controlling shareholder of the company 13 The board of directors has taken compulsory measures according to law on the suspected crime of issuing new shares or other refinancing schemes, equity incentive schemes and other creators, directors, supervisors and senior managers; Form relevant resolutions; 12. The company is liable for large amount of compensation;
14. The court ruled to prohibit the controlling shareholder from transferring its shares; 13. Shares held by any shareholder The company makes provision for impairment of large assets;
More than 5% of the company’s shares have been pledged, frozen, judicial auction, trusteeship, trust, or in accordance with 14 The shareholders’ equity of the company is negative;
Restriction of voting rights by law; 15. If the main debtor of the company becomes insolvent or enters bankruptcy proceedings, the company shall be liable for 15 The main assets are sealed up, seized, frozen or mortgaged or pledged; The corresponding creditor’s rights have not drawn enough bad debt reserves;
16. Major or all businesses come to a standstill; 16. Newly published laws, regulations, rules and industrial policies may have a significant impact on the company Providing major guarantees to foreign parties; Great influence;
18. Obtaining a large amount of government subsidies may affect the company’s assets, liabilities, equity or The company’s share splitting and share repurchasing have significant impact on the company’s additional assets; Listing or listing;
19. Change of accounting policies and accounting estimates;
