Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the administrative measures for separate counting of votes by small and medium-sized investors
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 3 when the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, when the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The votes of small and medium-sized investors shall be counted separately.
The major events affecting the interests of small and medium-sized investors as mentioned in these Measures refer to the following major events that should affect the interests of small and medium-sized investors as mentioned in these measures, which refer to the following matters that should be expressed by independent directors: matters in which independent directors express independent opinions:
(I) nomination, appointment and removal of directors; (I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers; (II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers; (III) remuneration of directors and senior managers;
(IV) formulation, adjustment and decision-making of the company’s cash dividend policy; (IV) employment and dismissal of accounting firms;
(V) related party transactions that need to be disclosed, external guarantees (excluding accounting policies and accounting estimates made for reasons other than changes in accounting standards in the scope of consolidated statements (V), providing guarantees for internal subsidiaries), entrusted financial management, providing external financial assistance, changing raised funds, or correcting major accounting errors; Major events such as the use of funds, the company’s independent change of accounting policies, investment in stocks and their derivatives (ⅵ) the financial and accounting reports and internal control of listed companies are issued by accounting firms; Having a non-standard unqualified audit opinion;
(VI) evaluation report of the company’s shareholders, actual controllers and their affiliated enterprises on the company’s existing or new (VII) internal control;
(VIII) the plan for the change of commitment of the relevant parties with a total amount of more than 3 million yuan and more than 5% of the company’s recently audited net asset value;
Payment or other capital transactions, and whether the company has taken effective measures to recover the arrears; (IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(VII) major asset restructuring plan and equity incentive plan; (x) formulation, adjustment, decision-making procedures and implementation of the company’s cash dividend policy (VIII) the company plans to decide whether its shares are no longer traded in Shenzhen Stock Exchange or transferred to information disclosure, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors; And apply for trading or transfer in other trading places; （11） Related party transactions and guarantees that need to be disclosed (IX) matters within the scope of consolidated statements that independent directors believe may damage the legitimate rights and interests of small and medium-sized investors; (except for guarantee provided by subsidiaries), entrusted financial management, provision of financial assistance, use of raised funds (x) other matters specified in relevant laws, administrative regulations, departmental rules, normative documents, matters related to Shenzhen Stock Exchange, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major stock exchange business rules and the articles of association. matter;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
（13） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange, or apply for trading or transfer in other trading places instead;
（14） Matters that independent directors believe may damage the legitimate rights and interests of small and medium-sized investors;
（15） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
Article 5 when the matters considered by the general meeting of shareholders of the company include the matters related to Article 3, the names of small and medium-sized investors and the number of voting shares held by them shall be separately registered when the matters considered by the general meeting of shareholders of the company include the matters related to Article 3. Separately register the names of small and medium-sized investors and the number of voting shares they hold.
The chairman of the shareholders’ meeting announces the number of shareholders and agents attending the meeting. The chairman of the shareholders’ meeting announces the number of shareholders and agents attending the meeting
And the total number of voting shares held, the attendance of small and medium-sized investors shall be announced separately. When the total number of voting shares held, the attendance of small and medium-sized investors shall be announced separately. Cloth.
Before the general meeting of shareholders votes on a proposal, two shareholders’ representatives shall be elected to participate in the counting of votes. Before the general meeting of shareholders votes on a proposal, two shareholders’ representatives shall be elected to participate in the counting and monitoring of votes. If small and medium-sized investors attend the on-site meeting of the general meeting of shareholders, they shall be supervised by a Zhonghe elected by them. Shareholders who vote online can check their own small investor representatives through the corresponding voting system, together with lawyers, supervisor representatives and another shareholder representative recommended to be responsible for the voting results. Counting and scrutinizing votes. Shareholders who vote online can check the voting results of all shareholders attending the general meeting of shareholders through the corresponding voting system, except the voting results of all shareholders attending the general meeting of shareholders. In addition to the voting results, the voting situation of small and medium-sized investors attending the general meeting of shareholders shall be counted separately. When the company counts the voting results of the general meeting of shareholders, in addition to the situation of all shares attending the general meeting of shareholders. In addition to the voting results, the voting situation of small and medium-sized investors attending the general meeting of shareholders shall be counted separately.
Article 10 the legal opinion of the general meeting of shareholders disclosed shall include the opinions of lawyers on the separate counting of votes of small and medium-sized investors.
Article 11 within 5 working days after the conclusion of the general meeting of shareholders, the company shall submit the separate vote counting of small and medium-sized investors to Hubei securities regulatory bureau.
Article 14 These Measures shall be implemented from the date of deliberation and adoption by the board of directors of the company. Article 12 these Measures shall come into force on the date of deliberation and adoption by the board of directors of the company.
