Wuhan Tianyu Information Industry Co.Ltd(300205)
Measures for the administration of separate counting of votes by small and medium-sized investors
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of small and medium-sized investors, further promote the scientific decision-making of major matters of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) and urge the company to pay attention to the wishes and demands of small and medium-sized investors, according to the opinions on further promoting the healthy development of capital market issued by the State Council These measures are formulated in combination with the actual situation of the company in accordance with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and the relevant requirements of the securities regulatory authorities.
Article 2 the term “small and medium-sized investors” as mentioned in these Measures refers to other shareholders of the company except the following shareholders:
(I) shareholders who individually or jointly hold more than 5% of the shares of the company;
(II) directors, supervisors and senior managers of the company who hold shares of the company.
Chapter II Scope of application of separate counting
Article 3 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 major matters affecting the interests of small and medium-sized investors as mentioned in these Measures refer to the following matters that should be given independent opinions by independent directors:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) 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;
（11） Related party transactions that need to be disclosed, providing guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, 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;
（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.
Chapter III counting procedures
Article 4 the shareholders’ meeting of the company adopts the combination of on-site voting and online voting.
Small and medium-sized investors can choose either on-site voting or online voting to vote on the matters considered by the general meeting of shareholders. If the same shareholder account votes repeatedly in multiple ways, the voting result of the general meeting of shareholders shall be subject to the first valid voting result.
Article 5 when the matters discussed at 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 registered separately.
When the chairman of the general meeting of shareholders announces the number of shareholders and agents attending the meeting and the total number of shares with voting rights, the attendance of small and medium-sized investors shall be announced separately.
Before voting on the proposal at the shareholders’ meeting, two shareholders’ representatives shall be elected to participate in vote counting and supervision. Shareholders who vote online can check their voting results through the corresponding voting system.
When the company counts the voting results of the general meeting of shareholders, in addition to the voting results of all shareholders attending the general meeting of shareholders, it shall separately count the voting results of small and medium-sized investors attending the general meeting of shareholders.
Article 6 when announcing the voting results, the chairman of the general meeting of shareholders shall give special tips on the voting of small and medium-sized investors on their separate vote counting matters.
Article 7 the minutes and resolutions of the general meeting of shareholders shall indicate whether there are any major matters affecting the interests of small and medium-sized investors in the matters considered at the meeting. If so, the number of small and medium-sized investors and agents attending the meeting, the number of voting shares held and their proportion in the total number of voting shares of the company, and the voting of small and medium-sized investors on their separate vote counting matters shall be separately stated. In the minutes of the general meeting of shareholders, the reasons (if any) for small and medium-sized investors to vote against their separate voting matters shall be recorded.
Chapter IV information disclosure
Article 8 the company shall specify in the notice of the general meeting of shareholders disclosed the matters of separate counting of votes by small and medium-sized investors, the combination of on-site voting and online voting, and clearly explain the operation process of online voting.
Article 9 the announcement of the resolution of the general meeting of shareholders that adopts the separate counting of votes by small and medium-sized investors shall also state:
(I) matters for which separate vote counting is adopted by small and medium-sized investors in this general meeting of shareholders;
(II) the shareholders’ meeting adopts the combination of on-site voting and online voting; The attendance of small and medium-sized investors at the general meeting of shareholders, including the number of small and medium-sized investors and agents present, the number of voting shares held and their proportion in the total number of voting shares of the company;
(III) the deliberation and voting of small and medium-sized investors on their separate vote counting matters, including the way of deliberation and voting, the number of consent votes, opposition votes and abstention votes on relevant proposals, and the proportion of consent votes, opposition votes and abstention votes in the total number of voting shares held by small and medium-sized investors attending the meeting.
Chapter V supplementary provisions
Article 10 matters not covered in these Measures shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. Article 11 the measures shall be revised and interpreted 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.
Wuhan Tianyu Information Industry Co.Ltd(300205) August 20, 2014
First revision on April 8, 2015 and second revision on February 28, 2002
