Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the working system of independent directors
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 1 in order to promote the standardized operation of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as Article 1), safeguard the interests of the company and all shareholders, and protect the interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, In accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing and the articles of association of the company (hereinafter referred to as the "independent director rules"), the China Securities Regulatory Commission on the protection of the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, and the guiding opinions on the establishment of independent director system by listed companies (hereinafter referred to as the "guiding opinions") (hereinafter referred to as the "independent director rules"), Formulate this system. Rules (hereinafter referred to as "GEM Listing Rules"), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM and other relevant laws and regulations and Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as“ This system is formulated in accordance with the relevant provisions of the articles of association.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall, in accordance with relevant laws and regulations, the guiding opinions and the articles of association, and the executive directors shall, in accordance with the requirements of relevant laws and regulations, the rules for independent directors and the articles of association, earnestly perform their duties and safeguard the overall interests of the company, especially pay attention to the requirements of minority shareholders, earnestly perform their duties and safeguard the overall interests of the company, In particular, we should pay attention to the legitimate rights and interests of minority shareholders. The legitimate rights and interests will not be damaged.
Article 4 independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that independent directors can concurrently serve as independent directors in up to five domestic and foreign listed companies (including the company)
Sufficient time and energy to effectively perform the duties of independent directors. Independent directors and ensure that they have enough time and energy to effectively perform their duties as independent directors. The company has three independent directors, including one accounting professional. Responsibilities of accounting professionals.
Scholar refers to a person with senior accounting title or certified public accountant qualification. The company has three independent directors, including one accounting professional. Accounting professionals refer to those who have senior accounting titles, certified public accountant qualifications or meet the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 5 the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors. Article 5 the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, resulting in the situation that the independent directors of the company fail to meet the duties of independent directors required by the guiding opinions, If the number of independent directors of the company fails to meet the requirements of the rules for independent directors, the company shall make up the number of independent directors as required. When the number of independent directors is required, the company shall supplement the number of independent directors as required.
Article 6 independent directors and persons who intend to serve as independent directors shall serve as independent directors in accordance with Article 6 of the CSRC. They must meet the following basic conditions:
At the request of the CSRC, participate in the training organized by the CSRC and its authorized institutions. (I) in accordance with laws, administrative regulations and other relevant provisions, to serve as an independent director of a listed company, Article 7 must meet the following basic conditions: the qualification of a director of the company;
(I) according to laws, administrative regulations and other relevant provisions, it has the ability to serve as a listed company (II) there is no situation specified in Article 7 of this system;
Qualifications of directors of the company; (III) have the basic knowledge of the operation of listed companies and be familiar with relevant laws and Administration (II) there are no circumstances specified in Article 8 of this system; Laws, regulations and rules;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws and administration; (IV) have more than five years of legal, economic, management, accounting, finance or its regulations, rules and rules; Work experience necessary for him to perform the duties of independent director;
(IV) having more than five years of legal, economic or other conditions for performing the duties of independent directors (V) other conditions stipulated in the articles of association.
Necessary working experience; Independent directors and persons who intend to serve as independent directors shall comply with (V) other conditions stipulated in the articles of association of the company. Please participate in the training organized by the CSRC and its authorized institutions.
Article 8 the following persons shall not serve as independent directors of the company: Article 7 the following persons shall not serve as independent directors of the company:
(I) personnel working in the company or its affiliated enterprises and their immediate family members, (I) personnel working in the company or its affiliated enterprises and their immediate family members Main social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations are mainly social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouse of brothers and sisters, brother of spouse refers to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouse of brothers and sisters, brother and sister of spouse, etc.); Sisters, etc.);
(II) directly or indirectly holding more than 1% of the issued shares of the company, or the former (II) directly or indirectly holding more than 1% of the issued shares of the company, or the natural person shareholders and their immediate family members among the top ten shareholders of the company; Natural person shareholders and their immediate family members among the ten shareholders;
(III) in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company (III) in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members; Or the personnel who work in the top five shareholder units of the company and their immediate family members;
(IV) persons who have had the situations listed in the preceding three items in the most recent year; (IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) providing financial, legal and consulting services for the company or its subsidiaries; (V) providing financial, legal and consulting services for the company or its subsidiaries; Personnel of the;
(VI) other personnel specified in the articles of Association; (VI) other personnel stipulated by laws, administrative regulations and departmental rules;
Other personnel recognized by the CSRC.
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC and Shenzhen Stock Exchange.
Article 11 the nominee shall fully understand the nominee's occupation, educational background and professional title. Article 10 the nominee shall fully understand the nominee's occupation, educational background, professional title, detailed work experience and all part-time jobs, and shall be responsible for his qualifications as an independent director, detailed work experience and all part-time jobs, And express opinions on their qualifications and independence as independent directors. The nominees shall express their opinions that there is no influence between themselves and the company, and the nominees shall make a public statement that there is no relationship between themselves and the company that affects their independent and objective judgment. Make a public statement on its relationship with independent and objective judgment.
Before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall announce the above contents in accordance with the provisions before the general meeting of shareholders for the election of independent directors is held. Publish the above contents and submit the relevant materials of all nominees to Shenzhen Stock Exchange. Article 12 after the company is listed and before the general meeting of shareholders for the election of independent directors is held, the public office shall. If the board of directors of the company has any objection to the relevant information of the nominees, it shall submit it to the board of directors at the same time. The company shall submit the relevant materials of all nominees to the CSRC and the local board of directors of the company at the same time. The local offices of the CSRC and the stock exchanges where the company's shares are listed and traded. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
Article 13 the nominees who have objections to the CSRC may serve as directors of the company. Article 11 the nominees who have objections to the Shenzhen Stock Exchange may serve as business candidates, but not as independent director candidates. To hold a general meeting of shareholders after the listing of the company as a candidate for director of the company, but not as a candidate for independent director. When the shareholders hold the election of independent directors after the listing of the company, the board of directors of the company shall explain whether the independent director candidate is elected by the CSRC. When the independent director candidate is elected by the CSRC, the board of directors of the company shall explain whether the independent director candidate is objected by the Shenzhen board of directors. Explain the objections raised by the stock exchange.
Article 17 an independent director shall not be removed without reason before the expiration of his term of office, except for the above circumstances and the circumstances stipulated in the company law that he shall not serve as an independent director. Article 15 before the expiration of the term of office of the independent director, the company may remove his or her existing director through legal procedures. Early dismissal. In case of early dismissal, the company shall disclose it as a special disclosure. The company shall disclose it as a special disclosure. If the removed independent director believes that the reason for the removal of the company is improper, he may make a public statement.
Article 20 in order to give full play to the role of independent directors, in addition to Article 18 in order to give full play to the role of independent directors, independent directors shall not only have the functions and powers conferred on directors by the company law and the articles of association, but also enjoy the following rights and interests under the company law and other relevant laws In addition to the special powers conferred on the directors by laws and regulations and the articles of association, they also enjoy the following special powers:
(I) related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be recognized by independent directors. (I) major related party transactions shall be submitted to the board of directors for discussion after being recognized by independent directors
After approval, it shall be submitted to the board of directors for discussion; Before the independent directors make a judgment, they can hire an intermediary mechanism; Before making a judgment, the independent director may hire an intermediary to issue an independent financial consultant and the reporting agency to issue an independent financial consultant report as the basis for his judgment; Report as the basis for its judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm; (II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders; (III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals, and directly (IV) solicit the opinions of minority shareholders, put forward profit distribution and capital reserve, and submit them to the board of directors for deliberation; The proposal for increasing share capital shall be submitted directly to the board of directors for deliberation;
(V) propose to convene the board of directors; (V) propose to convene the board of directors;
(VI) independently employ external audit institutions and consulting institutions; (VI) publicly solicit voting rights from shareholders before the general meeting of shareholders, but (VII) publicly solicit voting rights from shareholders before the general meeting of shareholders
