Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the working rules of the Secretary 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 1 in order to promote the standardized operation of the company and give full play to the work of the Secretary of the board of directors, Article 1 in order to promote Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”), strengthen the management and supervision of the work of the Secretary of the board of directors, give full play to the role of the Secretary of the board of directors in accordance with the standardized operation of the “company” of the people’s Republic of China, and strengthen the supervision of the company law on directors The securities law of the people’s Republic of China and the administration and supervision of the Secretary of the securities Fair for the listing of the company’s shares are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and other relevant laws and regulations Hereinafter referred to as the “company law”), the normative documents of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of association, hereby formulate the detailed rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”). Relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “self regulatory guidelines No. 2”) These detailed rules are formulated in accordance with the normative documents and Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”).
Article 4 the company shall provide convenience for the Secretary of the board of directors to perform his duties. The directors and the company shall provide convenience for the Secretary of the board of directors to perform his duties. The directors, supervisors, financial principals and other senior managers and relevant personnel of the company shall support, and the supervisors, financial principals and other senior managers and relevant personnel of the company shall support Cooperate with the Secretary of the board of directors in information disclosure. Cooperate with the Secretary of the board of directors in the disclosure of information.
In order to perform his duties, the Secretary of the board of directors has the right to know the financial and operating conditions of the company. In order to perform his duties, the Secretary of the board of directors has the right to participate in relevant meetings and consult relevant documents
Participate in relevant meetings related to information disclosure, consult all documents related to information disclosure, understand the company’s finance and operation, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner. Relevant data and information.
The Secretary of the board of directors is improperly obstructed and seriously obstructed in the process of performing his duties. No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors. The board of directors may report directly to the stock exchange where the company’s shares are listed. The Secretary 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 5 the Secretary of the board of directors shall have the financial, management and legal expertise necessary for the performance of his duties. Article 6 the Secretary of the board of directors shall have the financial, management and legal expertise necessary for the performance of his duties, have good professional ethics and personal morality, and obtain professional knowledge of securities trading law, and have good professional ethics and personal morality, And passed the qualification certificate of secretary of the board of directors issued by Shenzhen securities. Under any of the following circumstances, a person shall not take the qualification examination of the Secretary of the board of directors recognized by the public transport exchange or obtain the qualification certificate of the Secretary of the board of directors recognized by the Shenzhen Stock Exchange. A person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company (I) under any of the circumstances specified in Article 147 of the company law; Book:
(II) less than three years have elapsed since the last administrative penalty imposed by the CSRC; (I) the company law stipulates that the company is not allowed to act as a senior manager; (III) being publicly condemned by the stock exchange or notified and approved for more than three times in the past three years (II) being banned from entering the market as a senior manager by the CSRC; The measures have not expired;
(IV) the current supervisor of the company; (III) other circumstances in which the stock exchange publicly determines that it is not suitable to serve as a senior manager or a secretary of the board of directors. The term has not expired;
(IV) administrative penalty imposed by the CSRC in the last 36 months;
(V) being publicly denounced by the stock exchange or being punished three times in the last 36 months
Circulate a notice of criticism at the meeting;
(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 by the CSRC for investigation due to suspected violation of laws and regulations, and there is no clear conclusion, Or publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or 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 6 main responsibilities of the Secretary of the board of directors: Article 7 main responsibilities of the Secretary of the board of directors:
(I) be responsible for the company’s information disclosure affairs and coordinate the company’s information disclosure work group (I) be responsible for the company’s information disclosure affairs, coordinate the company’s information disclosure work, organize the formulation of the company’s information disclosure affairs management system, urge the company and relevant information disclosure obligations, and organize the formulation of the company’s information disclosure affairs management system, Urge the company and relevant information disclosure obligors to comply with relevant provisions on information disclosure; The issuer shall comply with the relevant provisions on information disclosure;
(II) be responsible for the company’s investor relations management and shareholder information management, coordinate (II) be responsible for the company’s investor relations management and shareholder information management, and coordinate the company with securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions, companies and securities regulatory authorities, shareholders and actual controllers, securities service institutions Information communication between media; Information communication between;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the general meeting of shareholders and directors (III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of shareholders, the board of directors, the board of supervisors and relevant meetings of senior managers, be responsible for the meetings of the board of directors, the board of supervisors and relevant meetings of senior managers, and be responsible for the meetings of the board of directors Record the work and sign; Work on the minutes of the East Asia Conference and sign for confirmation;
(IV) be responsible for the confidentiality of the company’s information disclosure, and be responsible for the confidentiality of the company’s information disclosure when the unpublished major information comes out. (IV) timely report to the stock exchange and make an announcement when the unpublished major information is leaked; In case of leakage, report to Shenzhen Stock Exchange in time and make an announcement;
(V) pay attention to media reports and take the initiative to verify the truth, urge the board of directors to timely (V) pay attention to media reports and take the initiative to verify the truth, and urge the board of directors to respond to all inquiries of the stock exchange in a timely manner; Reply to all inquiries of Shenzhen Stock Exchange;
(VI) organize directors, supervisors and senior managers to carry out training on securities laws and regulations, (VI) organize directors, supervisors and senior managers to carry out training on securities laws and regulations, these rules and relevant provisions, and assist the above-mentioned personnel to understand the relevant rules of Shenzhen Stock Exchange in information disclosure, Assist the above-mentioned personnel to understand their rights and obligations in information technology; Rights and obligations in disclosure;
(VII) urge directors, supervisors and senior managers to comply with laws, regulations and rules (VII) urge directors, supervisors and senior managers to comply with securities laws and regulations, chapters, normative documents, these rules, other relevant provisions of the stock exchange, the articles of association, departmental rules, normative documents The relevant provisions of Shenzhen stock exchange such as the Listing Rules shall earnestly fulfill the commitments made by them; Earnestly fulfill the commitments made by the company after knowing that the company has made or may make violations of relevant regulations and the articles of Association; When knowing the resolutions made or may be made by the company, it shall remind and report to the stock exchange immediately and truthfully; When a resolution in violation of relevant provisions can be made, it shall be reminded and reported to Shenzhen Securities (VIII) Company Law, securities law, CSRC and stock exchange immediately and truthfully;
Other duties required. (VIII) other duties required by company law, securities law, CSRC and Shenzhen Stock Exchange.
Article 10 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by 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. The company shall not dismiss the Secretary of the board of directors or the Secretary of the board of directors without reason.
When resigning, the board of directors of the company shall report to the stock exchange, explain the reasons and make a public announcement. Article 12 the company shall have sufficient reasons for dismissing the Secretary of the board of directors, and shall not dismiss without reason
