Wuhan Tianyu Information Industry Co.Ltd(300205)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making behavior of the board of directors and ensure the legalization, procedural, scientific and institutionalization of the decision-making of the board of directors, These rules are formulated in accordance with the relevant provisions of the securities law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) and the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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.
Article 3 the board of directors shall enjoy and undertake the rights and obligations stipulated in laws, regulations and the articles of association, and fulfill its commitments to the company, shareholders, the public and regulatory authorities.
Article 4 the board of directors shall establish an audit committee. The board of directors shall formulate the working rules of the audit committee to further clarify its functions and powers, working procedures and rules of procedure.
Article 5 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors.
Article 6 the board of directors is composed of 9 directors, including 3 independent directors.
Article 7 the company has one chairman and one vice chairman. The chairman is responsible for convening and presiding over the meeting of the board of directors. If the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting. 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 8 the Secretary of the board of directors of the company shall be responsible for the meeting affairs of the board of directors, including arranging the meeting agenda, preparing the meeting documents, organizing the meeting, attending the meeting as nonvoting delegates and making records, and drafting the meeting resolutions and minutes.
Chapter II convening of board meeting
Article 9 the meetings of the board of directors are divided into regular meetings and interim meetings. The board meeting shall be held at least twice a year.
Article 10 under the following circumstances, the board of directors shall convene an interim meeting:
(I) shareholders representing more than one tenth of the voting rights propose;
(II) when more than one-third of the directors jointly propose;
(III) when proposed by the board of supervisors;
(IV) other circumstances stipulated by laws and regulations and the articles of association.
Article 11 when convening regular and interim meetings of the board of directors, the office of the board of directors shall submit the written meeting notice signed by the chairman or stamped with the seal of the office of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 3 days in advance. If it is not delivered directly, it shall be confirmed by telephone and recorded accordingly.
If it is urgent to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 12 the notice of the board meeting shall at least include:
(I) date, place and duration of the meeting;
(II) convening method of the meeting;
(III) matters to be considered at the meeting;
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(V) meeting materials necessary for directors’ voting;
(VI) requirements that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information;
(VIII) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of directors as soon as possible.
Article 13 before issuing the notice of convening the regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation.
The chairman of the board of directors shall solicit the opinions of the general manager and other senior managers as necessary before formulating a proposal. Article 14 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued three days before the original meeting to explain the situation and the relevant contents and relevant materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if the time of the meeting needs to be changed. For matters such as location or proposals for adding, changing or canceling the meeting, the approval of all directors attending the meeting shall be obtained in advance and corresponding records shall be made.
Article 15 Where an interim meeting of the board of directors is proposed in accordance with Article 10 of these rules, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the office of the board of directors or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective facts on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposer.
Article 16 the contents of the proposal for the interim meeting of the board of directors shall fall within the scope of the board of directors’ functions and powers specified in the articles of association of the company, and the materials related to the proposal shall be submitted together.
Article 17 after receiving the written proposal or relevant materials mentioned in the preceding article, the office of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board considers that the content of the proposal is not clear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
Article 18 the chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal to convene an interim meeting of the board of directors or the request of the securities regulatory authority.
Article 19 for any matter to be considered by the board of directors, relevant materials shall be submitted in advance to ensure that the directors have sufficient research and understanding of the matters to be considered before the meeting. When the board of directors holds a meeting, the relevant background information of the meeting topics and the information and data that are helpful for the directors to understand the business progress of the company shall be sent to all directors at the same time of sending the meeting notice.
When two or more independent directors think the information is insufficient or the argument is unclear, they can jointly propose to postpone the meeting of the board of directors or postpone the consideration of some matters proposed by the board of directors, which shall be adopted by the board of directors.
Article 20 the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
The supervisor may attend the meeting of the board of directors as a nonvoting delegate. If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meeting of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates.
Article 21 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf.
The power of attorney shall state:
(I) the names of the principal and the trustee and the matters of agency;
(II) brief comments of the client on each proposal;
(III) the scope of authorization, instructions on the voting intention of the proposal and the period of validity of the trustor;
(IV) signature and date of the client.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 22 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization.
(IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 23 the board meeting shall be held on site, and a sign in system shall be established for the board meeting. If necessary, on the premise of ensuring that the directors can fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of directors can also be held at the same time as other methods. If the meeting is not held on site, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors who express their opinions in the teleconference, the effective voting votes such as fax or email actually received within the specified time limit, or the written confirmation letter submitted by the directors who have participated in the meeting afterwards.
The chairman shall announce the meeting at the scheduled time. After the chairman announces the meeting, he shall first confirm the number of directors present at the meeting and the power of attorney that the directors cannot attend the meeting for some reason and entrust other directors’ representatives to attend the meeting in writing.
The meeting cannot be held when the number of directors present is less than half of the directors in office; If the meeting cannot be held at the scheduled time due to other major reasons or special circumstances, the meeting may be announced after the scheduled time.
Chapter III deliberation and voting of proposals of the board of directors
Article 24 when convening the board of directors, the chairman shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
The meeting of the board of directors shall have a topic drawn up in advance, and the meeting of the board of directors shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
If a director prevents the normal progress of the meeting or affects the speech of other directors, the chairman of the meeting shall stop it in time. Article 25 directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may ask the office of the board of directors, the convener of the meeting, the general manager and other senior managers, the audit committee, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the host during the meeting to invite the representatives of the above personnel and institutions to attend the meeting to explain the relevant situation.
Article 26 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting.
Voting at the meeting shall be conducted in the form of one person, one vote and open ballot.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; If you leave the venue halfway and do not return without making a choice, you shall be deemed to have abstained.
Article 27 after the voting of the directors attending the meeting is completed, the relevant staff of the board office shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the chairman of the meeting shall announce the statistical results on the spot. In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified time limit. If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 28 in addition to the circumstances specified in Article 32 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. Where laws, regulations and the articles of association stipulate that the board of directors should obtain the consent of more directors when forming a resolution, such provisions shall prevail.
In accordance with the provisions of the articles of association of the company, the resolution of the board of directors on the guarantee matters within its authority must be approved by more than two-thirds of the directors attending the meeting, except that more than half of all directors agree.
In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
If there are special provisions on the deliberation and approval of related matters in the articles of association, the deliberation, voting and resolution formation of such matters shall comply with these special provisions at the same time.
Article 29 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the listing rules;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association of the company that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
If a director is associated with the enterprise involved in the resolution of the board of directors, he shall not exercise the voting right on the resolution, nor shall he exercise the voting right on behalf of other directors. The meeting of the board of directors can be held only when more than half of the unrelated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the unrelated directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 30 the board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association of the company, and shall not form resolutions beyond its authority.
Article 31 when more than half of the directors or two or more independent directors attending the meeting believe that the proposal is not clear and specific, or it is impossible to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic.
The directors who propose to suspend voting shall put forward clear requirements on the conditions that should be met when the proposal is submitted for review again. Article 32 If the resolution of the board of directors violates the company law and other relevant laws and regulations,
