Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table for revision of related party transaction management system
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Before and after revision
Article 1 in order to regulate the related party transactions of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) and ensure the fairness of related party transactions, in accordance with the public law of the people’s Republic of China, the securities law of the people’s Republic of China The articles of association, relevant national laws and the business of the legal department were carried out smoothly according to law, This system is formulated in accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “rules”), the Shenzhen Stock Exchange GEM Listing Rules (“GEM Listing Rules”) and other relevant laws This system is formulated in accordance with laws and regulations and the articles of association of Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) Industry Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the related party transactions mentioned in this system refer to the transfer of resources or obligations between the company or the holding subsidiary and the related person. Article 2 the related party transactions mentioned in this system refer to the transfer of resources or obligations between the company or the holding subsidiary and the related person, including:
（1） Purchase or sale of assets; （1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, entrusted loans, etc.); （2） Foreign investment (including entrusted financial management, entrusted loans, etc.);
（3） Provide financial assistance; （3） Provide financial assistance;
（4） Provide guarantee; （4） Provide guarantee;
（5） Leased in or leased out assets; （5） Leased in or leased out assets;
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.); （6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets; （7） Donated or donated assets;
（8） Reorganization of creditor’s rights or debts; （8） Reorganization of creditor’s rights or debts;
（9） Transfer of research and development projects; （9） Transfer of research and development projects;
（10） Sign the license agreement; （10） Sign the license agreement;
（11） Purchase of raw materials, fuel and power; （11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); （12） Selling products and commodities; （12） Purchase of raw materials, fuel and power;
（13） Providing or receiving labor services; （13） Selling products and commodities;
（14） Entrusted or entrusted sales; （14） Providing or receiving labor services;
（15） Joint investment by related parties; （15） Entrusted or entrusted sales;
（16） Other matters that may cause the transfer of resources or obligations through agreement; （16） Joint investment by related parties;
（17） Other matters recognized by laws, regulations and Shenzhen Stock Exchange. （17） Other matters that may cause the transfer of resources or obligations through agreement;
（18） Other matters recognized by laws, regulations and Shenzhen Stock Exchange.
Article 5 a legal person under the following circumstances shall be an affiliated legal person of the company: Article 5 a legal person under the following circumstances shall be an affiliated legal person of the company:
（1） Legal persons or other organizations that directly or indirectly control listed companies; （1） Legal persons or other organizations that directly or indirectly control the company;
（2） (2) legal persons or other organizations other than the company and its holding subsidiaries directly or indirectly controlled by the legal persons or other organizations mentioned in the preceding paragraph; Legal persons or other organizations other than its holding subsidiaries;
（3） (3) legal persons other than the company and its holding subsidiaries who are directly or indirectly controlled by the company’s affiliated natural persons or who act as directors, (3) legal persons other than the company and its holding subsidiaries who are directly or indirectly controlled by the company’s affiliated natural persons, or who act as directors (independent directors and senior managers, except legal persons other than the listed company and its holding subsidiaries); （4） Legal persons or other organizations holding more than 5% of the company’s shares and their concerted action (4) legal persons or other organizations holding more than 5% of the company’s shares and their concerted action;
People; （5） (V) other special relationships with the company identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form, which may or has caused the company to identify its interests, according to the principle of substance over form, Legal persons or other organizations that may or have caused the company’s preference for interests.
A legal person or other organization whose interests are inclined.
Article 6 natural persons under the following circumstances shall be affiliated natural persons of the company: Article 6 natural persons under the following circumstances shall be affiliated natural persons of the company:
（1） Natural persons who directly or indirectly hold more than 5% of the shares of the listed company; （1） Natural persons who directly or indirectly hold more than 5% of the shares of the company;
（2） Directors, supervisors and senior managers of the company; （2） Directors, supervisors and senior managers of the company;
（3） Directors, supervisors and senior managers of the legal persons listed in Item (I) of Article 5 (3) directors and supervisors of legal persons or other organizations that directly or indirectly control the company; And senior management;
（4） (4) close family members of the persons mentioned in items (I) and (II) of this article, including spouses, parents and parents of spouses, brothers and sisters and their spouses, members over 18, including spouses, parents and parents of spouses, brothers and sisters and their spouses, children over one year of age and their spouses Siblings of spouses and parents of children spouses. Children aged 18 and their spouses, siblings of spouses and parents of children’s spouses; （5） (5) other special relationships with the company identified by the CSRC, Shenzhen Stock Exchange or the company according to the principle of substance over form, which may cause the company to have special relationships with the company according to the principle of interest preference, A natural person who may cause the company to tilt its interests. Natural person.
Article 8 when the board of directors of the company considers related party transactions, related directors shall withdraw from voting. Article 8 when the board of directors of the company considers related party transactions, related directors shall withdraw from voting and shall not exercise voting rights on behalf of other directors. The meeting of the board of directors shall be voted by more than half, and shall not exercise voting rights on behalf of other directors. The meeting can be held only if the non affiliated directors are present, and the resolution made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors, including the following directors or directors under one of the following circumstances. If the number of non affiliated directors attending the board of directors is less than three, the company shall:
The transaction shall be submitted to the general meeting of shareholders for deliberation. (I) counterparty;
The affiliated directors referred to in the preceding paragraph include the following directors or directors (II) under any of the following circumstances who hold positions in the counterparty, or who can directly or indirectly control the affairs of the counterparty: legal persons or other organizations The legal person or other organization directly or indirectly controlled by the counterparty (I) the counterparty; Appointment;
(II) working for the counterparty, or having direct or indirect control over the counterparty (III) having direct or indirect control over the counterparty;
Legal person or other organization of the counterparty, legal person or other organization directly or indirectly controlled by the counterparty (IV) work in the close family of the counterparty or its direct or indirect controller; Members;
(III) having direct or indirect control over the counterparty; (V) the directors and supervisors of the counterparty or its direct or indirect controller and (IV) the close family members of the close family level managers of the counterparty or its direct or indirect controller;
Members; (VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company whose independent business judgment may be affected by the directors, supervisors and high causes of other original (V) counterparties or their direct or indirect controllers.
Close family members of senior managers;
(VI) persons identified by the CSRC, Shenzhen Stock Exchange or the company who may affect their independent business judgment for other reasons.
Article 9 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall abstain from voting: Article 9 when the general meeting of shareholders deliberates on related party transactions, the following shareholders shall abstain from voting:
(I) counterparty; (I) counterparty;
(II) having direct or indirect control over the counterparty; (II) having direct or indirect control over the counterparty;
(III) directly or indirectly controlled by the counterparty; (III) directly or indirectly controlled by the counterparty; Subject to the same law as the counterparty
(IV) directly or indirectly controlled by the same legal person or natural person as the counterparty; Directly or indirectly controlled by human or natural persons;
(V) working in the counterparty, or in a legal entity that can directly or indirectly control the counterparty (IV) and the counterparty are directly or indirectly controlled by the same legal person or natural person, or in a legal entity directly or indirectly controlled by the counterparty (as appropriate);
If the shareholder is a natural person); (V) the close relationship between the counterparty or its direct or indirect controller (VI) due to the existence of outstanding equity court members with the counterparty or its affiliates;
The voting rights are restricted or affected by the transfer agreement or other agreements; (VI) working in the counterparty, or being able to directly or indirectly control the counterparty (VII) the legal entity or the transaction recognized by the CSRC or Shenzhen stock exchange that may cause the company to
