Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table for the revision of foreign investment and guarantee 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
Title Administrative Measures for foreign investment and guarantee Title Administrative System for foreign investment and guarantee
Article 1 is to regulate the foreign investment and guarantee of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) in accordance with the law, strengthen the daily supervision of investment and improve the foreign investment and guarantee of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”), strengthen the daily supervision of investment and improve the investment income, and prevent business risks These measures are formulated in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association of the people’s Republic of China. Securities Law of the people’s Republic of China, civil code of the people’s Republic of China (hereinafter referred to as “Civil Code”), Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as “gem stock listing rules”) Relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies This system is formulated in accordance with the relevant provisions of 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 3 the company’s foreign investment behavior must comply with relevant national regulations and industrial policies, comply with the company’s development strategy, enhance the company’s competitiveness and promote the company’s sustainable development.
Article 4 this system is applicable to all foreign investment activities of the company, its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Article 3 the term “external guarantee” as mentioned in these Measures refers to the company’s external guarantee for the debtor (guaranteed enterprise Article 5 The term “external guarantee” as mentioned in this system refers to the company and its subsidiaries providing guarantee, mortgage or pledge guarantee to the creditor in accordance with the civil law. The code and guarantee contracts or agreements shall be in accordance with fairness, voluntariness The act of providing a certain way of guarantee to the guarantor on the principle of mutual benefit and bearing corresponding legal liabilities according to law.
This system is applicable to the guarantee provided by the company and its subsidiaries to the third party, including the guarantee provided by the company to its subsidiaries. The counter guarantee provided by the company and its subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of counter guarantee provided by them, Except that the company and its subsidiaries provide counter guarantee for the guarantee based on their own debts. This system is not applicable to the guarantee provided by the company for its own debts.
The forms of guarantee include guarantee, mortgage, pledge and other guarantee methods stipulated by law.
Article 5 authority of foreign investment projects: Article 7 authority of foreign investment projects:
The decision-making authority of the company’s general manager’s office meeting, the board of directors and the general meeting of shareholders on individual foreign investment shall be implemented in accordance with the provisions of the articles of association. In accordance with the provisions of the articles of association. If the company’s foreign investment fails to meet the standards that need to be submitted to the board of directors for approval, it shall be deliberated and approved by the general manager’s office meeting of the company.
Article 12 the company’s foreign investment shall be subject to relevant review procedures in strict accordance with relevant regulations, and its reporting procedures shall be in accordance with the company’s internal reporting system of major information.
Before the foreign investment is made public, all insiders shall have the obligation of confidentiality. The information provided by the subsidiary shall be true, accurate and complete, and shall be submitted to the company at the first time for the convenience of the board of directors
The Secretary shall report to the board of directors in time.
Article 14 the company’s external guarantee shall be subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, the company and its subsidiaries shall not provide external guarantee Managers, other senior managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization, otherwise they shall compensate for the losses caused to the company.
Article 12 those who intend to accept the application of the guaranteed enterprise, or plan to actively provide guarantee to the outside world. Article 16 those who intend to accept the application of the guaranteed enterprise, or plan to actively provide guarantee to the outside world, shall obtain the consent of the chairman of the board of directors, and the finance department shall conduct qualification examination on the guaranteed enterprise. The financial department shall examine the qualification of the guaranteed enterprise. The Finance Department of the company shall comprehensively evaluate the asset quality, operation, industry prospect, solvency and credit status of the guaranteed, and check the interests and risks of the guarantee, And the judgment of the guaranteed’s ability to repay the debt. The guaranteed shall provide relevant materials in accordance with the provisions of this system. The finance department reviews and puts forward preliminary review opinions. After the Finance Department of the company receives the guarantee application and relevant materials from the guaranteed party, the finance department shall fully investigate the guaranteed party, understand its asset operation, qualification and reputation, and decide whether to provide guarantee Put forward suggestions and preliminary review opinions on specific methods and guarantee amount of counter guarantee.
Article 13 after completing the qualification examination of the guaranteed enterprise, the finance department shall report to the board of directors or the general meeting of shareholders for approval.
Article 17 after the Finance Department of the company gives the approval opinion on the guarantee after examination and confirmation, the relevant guarantee application and relevant materials shall be submitted to the general manager of the company or the general manager’s office meeting for approval, After approval, it shall be reported to the board of directors for review in accordance with the articles of association and the system
Approve the authority to perform the deliberation procedures of the board of directors or the general meeting of shareholders. If the guaranteed party requests to change the guarantee items, the company shall re perform the evaluation and approval procedures. If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Article 18 the company shall conclude a written contract when providing guarantee to others. In addition to the standard guarantee contract issued by the bank, the guarantee contract shall be reviewed and confirmed by the company’s finance department, legal department or company lawyer in conjunction with the Secretary of the board of directors.
Article 20 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the proposal to provide guarantee, carefully consider and analyze the financial status, operation status, credit status and industry prospect of the guaranteed, and make a prudent decision according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 21 the board of directors shall establish a regular verification system to verify all guarantees of the company every year. In case of any illegal guarantee behavior of the company, it shall be disclosed in time. The board of directors shall take reasonable and effective measures to remove or correct the illegal guarantee behavior, reduce the losses of the company, safeguard the interests of the company and minority shareholders, and investigate the responsibilities of relevant personnel.
Article 22 the company’s independent directors, sponsors or independent financial advisers (if applicable) shall make independent comments on their legality and compliance, impact on the company and existing risks when the board of Directors considers the provision of guarantees (except for the provision of guarantees to subsidiaries within the scope of merger)
If necessary, an accounting firm may be hired to verify the accumulated and current guarantee provided by the company. If any abnormality is found, it shall be reported to the board of directors and Shenzhen Stock Exchange in time and announced.
Article 23 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company’s holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Twenty-fourth
