Wuhan Tianyu Information Industry Co.Ltd(300205)
Working system of independent directors
Article 1 in order to promote the standardized operation of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company” or “the company”), safeguard the interests of the company and protect the legitimate rights and interests of all shareholders, especially minority shareholders, In accordance with the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”), the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares on the growth enterprise market”), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market and other relevant laws and regulations, as well as the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of association (hereinafter referred to as the “articles of association”) to formulate this system.
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall conscientiously perform their duties in accordance with relevant laws and regulations, the rules for independent directors and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Article 4 independent directors can concurrently serve as independent directors in up to five domestic and foreign listed companies (including the company), and ensure that they have enough time and energy to effectively perform the duties of independent directors.
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 when the number of independent directors of the company fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors not meeting the requirements of the rules for independent directors, the company shall make up the number of independent directors in accordance with the provisions.
Article 6 the following basic conditions must be met for an independent director:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(II) there are no circumstances specified in Article 7 of this system;
(III) have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules, and rules;
(IV) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Article 7 the following persons shall not serve as independent directors of the company:
(I) the personnel working in the company or its affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in 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;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for the company or its affiliated enterprises;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC and Shenzhen Stock Exchange.
Article 8 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 9 the nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 10 the nominee shall fully understand the nominee’s occupation, educational background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent and objective judgment.
Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the regulations and submit the relevant materials of all nominees to Shenzhen Stock Exchange. 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 11 the nominees who have objections to the Shenzhen Stock Exchange may be candidates for directors of the company, but not candidates for independent directors. When the general meeting of shareholders is held to elect independent directors after the listing of the company, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange.
Article 12 The term of office of independent directors is the same as that of other directors. They can be re elected after the expiration of their term of office, but the term of re-election shall not exceed six years.
Article 13 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Article 14 Where an independent director is prohibited from acting as an independent director according to laws and regulations and the articles of association or is not suitable for performing the duties of an independent director, the board of directors shall request the general meeting of shareholders to replace him. Article 15 before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 16 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors, and shall explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
Article 17 If the proportion of independent directors in the board of directors of the company is lower than that due to the resignation of independent directors
According to the minimum requirements specified in laws and regulations or the articles of association, the resignation report of the independent director shall take effect after the next independent director fills his vacancy.
Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers conferred on directors by the company law, other relevant laws and regulations and the articles of association, independent directors shall also enjoy the following special functions and powers:
(I) major connected transactions shall be submitted to the board of directors for discussion after being approved by independent directors; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report as the basis for their judgment;
(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;
(IV) solicit the opinions of minority shareholders, put forward proposals on profit distribution and conversion of capital reserve into share capital, and directly submit them to the board of directors for deliberation;
(V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders, but it shall not be solicited by means of compensation or compensation in disguised form;
(VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
(VIII) other functions and powers stipulated by laws, administrative regulations, CSRC and Shenzhen Stock Exchange.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) above; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
Article 19 If the above proposals are not adopted or the above functions and powers cannot be exercised normally, the company shall disclose the relevant information.
Article 20 independent directors shall express their consent, reservations and reasons, objections and reasons, and independent opinions that cannot express their opinions and obstacles on the following major matters of the company:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
(V) related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of the consolidated statements), entrusted financial management, external financial assistance, changes in the purpose of raised funds, matters related to the use of raised funds, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major matters that need to be disclosed;
(VI) the company’s shareholders, actual controllers and affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(VII) 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;
(VIII) 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;
(IX) matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
(x) other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
Article 21 if the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 22 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to the Shenzhen Stock Exchange in time. If necessary, he shall employ an intermediary institution for special investigation:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the public information;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company. Article 23 in principle, independent directors shall arrange reasonable time every year to conduct on-site inspection on the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors. If any abnormality is found in the on-site inspection, it shall be reported to the board of directors and Shenzhen Stock Exchange in time. Article 24 in case of any of the following circumstances, the independent directors shall report to the CSRC, the dispatched office of the CSRC where the company is located and the Shenzhen Stock Exchange in time:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his functions and powers according to law;
(III) when the meeting materials of the board of directors are incomplete or the argument is insufficient, the proposal of two or more independent directors in writing to postpone the meeting of the board of directors or postpone the consideration of relevant matters is not adopted;
(IV) the board of directors fails to take effective measures after reporting the suspected violations of laws and regulations of the company or its directors, supervisors and senior managers to the board of directors;
(V) other circumstances that seriously hinder independent directors from performing their duties.
Article 25 independent directors shall submit and disclose their work report to the annual general meeting of shareholders of the company. The work report shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposed convening of the board of directors, proposed employment or dismissal of accounting firms, independent employment of external audit institutions and consulting institutions, etc;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Article 26 independent directors shall make written records of their performance of duties.
Article 27 the company shall ensure that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement.
When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
Article 28 the information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
Article 29 the company shall provide working conditions necessary for independent directors to perform their duties.
The Secretary of the board of directors of the company shall actively provide assistance to the independent directors in performing their duties, such as introducing the situation and providing materials, regularly report the operation of the company, and organize the independent directors to make a factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall assist in handling the announcement in time.
Article 30 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 31 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, deliberated and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Article 32 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the independent and normal performance of duties.
Article 33 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 34 this system shall come into force on the date when it is deliberated and adopted by the general meeting of shareholders.
Article 35 the board of directors of the company shall be responsible for the interpretation of this system.
