Securities Announcement No.: Wuhan Tianyu Information Industry Co.Ltd(300205)
Announcement of resolutions of the 6th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) the sixth meeting of the eighth board of directors was held by means of communication on February 28, 2022. The notice of the meeting was sent to all directors and supervisors by e-mail on February 23, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting, which meets the quorum required by the articles of association. The meeting was held in accordance with the relevant provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association. The meeting was presided over by Yan Chunyu, chairman of the company.
The agenda and resolutions of the meeting are as follows:
1. Review the proposal on nominating candidates for independent directors
The proposal on nominating candidates for independent directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes, and Li Yabo was approved to be nominated as an independent director candidate of the eighth board of directors of the company, Submit the proposal on the election of independent director candidates to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation (the proposal can be submitted to the general meeting of shareholders for deliberation only after Shenzhen Stock Exchange has no objection to the filing and examination of independent director candidates).
Zou Zhuoyu, an independent director of the eighth board of directors of the company, recently submitted a written resignation report to the board of directors of the company due to work reasons, applied for resignation as an independent director of the eighth board of directors of the company (the original term of office was from September 27, 2021 to September 26, 2024), and applied for resignation as a member of the audit committee of the eighth board of directors of the company. Zou Zhuoyu will continue to perform the duties of independent directors of the company until the new independent directors are elected by the general meeting of shareholders of the company. Zou Zhuoyu will not hold other positions in the company after leaving office, and he does not hold shares in the company at present. In order to meet the requirement that the number of independent directors specified in the articles of association shall not be less than one-third of the number of the board of directors and ensure the normal performance of duties by the board of directors of the company, the board of directors nominated Li Yabo as the candidate for independent director of the eighth board of directors of the company, whose term of office expires on September 26, 2024.
The basic information of independent director candidates is as follows:
Li Yabo, female, Chinese nationality, without overseas residency, born in April 1963, college degree, certified public accountant. He used to be the accountant in charge of Caihong Display Devices Co.Ltd(600707) finance department, and now he is the project manager of the Audit Department of Shaanxi Xinyuan certified public accountants Co., Ltd. Li Yabo has no relationship with the actual controller of the company, shareholders holding more than 5% of the shares of the company, other directors, supervisors and senior managers of the company; No shares of the company currently held; He has not been punished by the CSRC and other departments or the stock exchange, and his qualification meets the relevant provisions of the company law and the articles of association. There is no situation that he is not allowed to serve as a director as stipulated in Article 146 of the company law and article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, It has not been identified as a dishonest person. Up to now, Li Yabo has not obtained the qualification certificate of independent director, and promises to participate in the latest independent director qualification training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
All independent directors of the company expressed their independent opinions on the proposal on nominating candidates for independent directors, and the independent opinions of independent directors on matters related to the sixth meeting of the eighth board of directors were disclosed on cninfo.com on the same day.
2. Review the proposal on Amending the articles of Association
The proposal on Amending the articles of association was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. Review the proposal on Amending the rules of procedure of the general meeting of shareholders
The proposal on Amending the rules of procedure of the general meeting of shareholders was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. Review the proposal on Amending the rules of procedure of the board of directors
The proposal on Amending the rules of procedure of the board of directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. Review the proposal on Revising the working rules of the general manager
The proposal on Amending the working rules of the general manager was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. 6. Review the proposal on Amending the working rules of the Secretary of the board of directors
The proposal on Amending the working rules of the Secretary of the board of directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
7. Review the proposal on Amending the working system of independent directors
The proposal on Amending the working system of independent directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. Review the proposal on Revising the working system of annual report of independent directors
The proposal on Amending the working system of annual report of independent directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
9. Review the proposal on Amending the implementation rules of the cumulative voting system
The proposal on Amending the detailed rules for the implementation of the cumulative voting system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
10. Review the proposal on Revising the working system of the audit committee of the board of directors
The proposal on Amending the working system of the audit committee of the board of directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
11. Review the proposal on Revising the annual report working system of the audit committee of the board of directors
The proposal on Amending the annual report working system of the audit committee of the board of directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
12. Review the proposal on Amending the investor relations management system
The proposal on Amending the investor relations management system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
13. Review the proposal on Revising the information disclosure management system
The proposal on Amending the information disclosure management system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
14. Review the proposal on Amending the management system for the use of raised funds
The proposal on Amending the management system for the use of raised funds was adopted by 9 votes in favor, 0 against and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
15. Review the proposal on Revising the management system of foreign investment and guarantee
The proposal on Amending the foreign investment and guarantee management system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
16. Review the proposal on Amending the related party transaction management system
The proposal on Amending the related party transaction management system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
17. Review the proposal on Amending the measures for the administration of shares and changes of the company held by directors, supervisors and senior managers
The proposal on Amending the measures for the management of shares held by directors, supervisors and senior managers and their changes was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
18. Review the proposal on Revising the internal audit system
The proposal on Amending the internal audit system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. 19. Review the proposal on Amending the insider information management system
The proposal on Amending the insider information management system was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
20. Review the proposal on Amending the management system for reception of specific visitors
The proposal on Amending the management system for reception of specific visitors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
21. Review the proposal on Revising the management system for external information users
The proposal on Amending the management system for external information users was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
22. Review the proposal on Revising the internal reporting system of major information
The proposal on Amending the internal reporting system of material information was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
23. Review the proposal on Revising the accountability system for major errors in annual report information disclosure
The proposal on Revising the accountability system for major errors in annual report information disclosure was adopted by 9 votes in favor, 0 against and 0 abstention.
24. Review the proposal on Amending the measures for the administration of separate vote counting for small and medium-sized investors
The proposal on Amending the measures for the administration of separate vote counting for small and medium-sized investors was adopted by 9 votes in favor, 0 against and 0 abstention.
The amended articles of association, systems and their revision comparison table of the above-mentioned motions 2 to 24 were disclosed on cninfo.com on the same day.
25. Review the proposal on convening the first extraordinary general meeting of shareholders in 2022
The proposal on convening the first extraordinary general meeting of shareholders in 2022 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details of the first extraordinary general meeting in 2022, please refer to the notice on convening the first extraordinary general meeting in 2022 disclosed on cninfo.com on the same day.
Document for future reference: resolution of the 6th meeting of Wuhan Tianyu Information Industry Co.Ltd(300205) the 8th board of directors. It is hereby announced.
Wuhan Tianyu Information Industry Co.Ltd(300205) board of directors February 28, 2002
