Wuhan Tianyu Information Industry Co.Ltd(300205)
Internal reporting system of major information
Chapter I General Provisions
Article 1 in order to standardize the internal reporting of major information of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company” or “the company”), ensure the rapid transmission, collection and effective management of major information within the company, disclose information truthfully, accurately, completely, timely and fairly, and safeguard the legitimate rights and interests of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”) This system is formulated in combination with the actual situation of the company.
Article 2 the internal reporting system of the company’s major information refers to the system that when there is, occurs or is about to occur a situation or event that may have a great impact on the trading price of the company’s shares and their derivatives, the relevant personnel and units responsible for reporting according to the provisions of this system shall report the relevant information to the Secretary of the board of directors and the office of the board of directors at the first time.
Article 3 the term “internal information reporting obligor” as mentioned in this system includes:
(I) directors, supervisors, senior managers and heads of departments of the company;
(II) directors, supervisors and senior managers of the company’s holding subsidiaries;
(III) the person in charge of the branch of the company;
(IV) the directors, supervisors and senior managers dispatched by the company to the joint-stock company;
(V) controlling shareholders and actual controllers of the company;
(VI) other shareholders holding more than 5% of the company’s shares;
(VII) persons who may be informed of major events of the company by all departments of the company.
The reporting obligor understands the company’s undisclosed information due to working relationship, and has the obligation of confidentiality before such information is publicly disclosed. The reporting obligor shall not use inside information to engage in insider trading.
Article 4 this system is applicable to companies, branches, wholly-owned subsidiaries, holding subsidiaries and joint-stock companies. Article 5 the board of directors of the company shall uniformly lead and manage the internal reporting of major information, and the Secretary of the board of directors shall specifically organize and coordinate. The office of the board of directors of the company is the centralized management department of the internal reporting of major information, which is specifically responsible for the relevant work of the internal reporting of major information.
Article 6 the heads of all departments and subsidiaries of the company’s headquarters are fully responsible for the relevant work of the internal report of major information of their departments and units. The statistical scope of significant information of subsidiaries covers the subsidiaries controlled and controlled by them.
Each subsidiary shall specify the Department responsible for the internal reporting of major information, designate the company’s senior executives, heads of relevant departments and managers as the information reporting contact person, and submit the list to the office of the board of directors of the company for the record. If the contact person changes, the change shall be filed with the office of the board of directors of the company within 2 working days from the date of change.
The person in charge of each department of the headquarters of the company shall be the contact person for information report.
The information report contact person is responsible for the collection and sorting of major information of the department or unit and the liaison with the Secretary of the board of directors and the office of the board of directors of the company.
Article 7 a subsidiary shall, according to the actual situation of its unit, formulate a perfect internal reporting system for major information and report it to the office of the board of directors of a listed company for the record. Actively cooperate with the company in information disclosure, timely and continuously report the occurrence and progress of major events of the company known or to occur, and be responsible for the authenticity, accuracy and integrity of the information provided.
Chapter II Scope of major information
Article 8 the material information of the company mentioned in this system refers to the information that may or has had a great impact on the trading price or investment decision of the company’s shares and their derivatives in accordance with laws and regulations, the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, etc.
Article 9 if the controlling shareholder or actual controller of the company changes or intends to change, the controlling shareholder of the company shall timely report the information to the chairman of the company and the Secretary of the board of directors after reaching an intention on the matter, and continue to report the process of change. If the court decides to prohibit the controlling shareholders of the company from transferring their shares of the company, the controlling shareholders of the company shall timely report the information to the chairman of the company and the Secretary of the board of directors after receiving the court’s ruling. Article 10 relevant personnel, departments, institutions and units with reporting obligations in accordance with the provisions of this system shall provide the company with major information in writing, including but not limited to agreements or contracts related to the information, government approvals, laws and regulations, court judgments or rulings and information introduction.
Chapter III internal reporting procedures for major information
Article 11 the departments and subsidiaries of the company shall timely report to the Secretary of the board of directors of the company the major information that may occur within the scope of the department or the subsidiaries after the major event first touches any of the following time points:
(II) when the company’s departments and subsidiaries have made substantial progress on major issues, including but not limited to the formation of preliminary transaction plans, the proposed signing of framework agreements, etc;
(III) when the department or subsidiary plans to submit the major matter to the decision-making level of the company for deliberation;
(IV) when the person in charge of the department or branch or the director, supervisor or senior manager of the subsidiary knows or should know the major event.
Article 12 all departments and subsidiaries of the company shall report to the Secretary of the board of directors of the company the progress of major information matters within the scope of responsibility of the department or the company in accordance with the following provisions;
(I) if the board of directors, the board of supervisors or the general meeting of shareholders makes a resolution on a major event, it shall report the resolution in time;
(II) if the company signs a letter of intent or agreement with relevant parties on major events, it shall timely report the main contents of the letter of intent or agreement; If the content or performance of the above letter of intent or agreement is significantly changed or terminated, the situation and reasons for the change, dissolution and termination shall be reported in time;
(III) if a major event is approved or rejected by relevant departments, the approval or rejection shall be reported in time;
(IV) in case of overdue payment in major events, the reasons for overdue payment and relevant payment arrangements shall be reported in time;
(V) if a major event involves the main subject matter to be delivered or transferred, it shall report the relevant delivery or transfer in time; If the delivery or transfer of ownership is not completed within three months after the agreed delivery or transfer period, it shall timely report the reasons for the non completion, progress and expected completion time, and report the progress every 30 days thereafter until the delivery or transfer is completed;
(VI) in case of any other progress or change in a major event that may have a great impact on the trading price of the company’s shares and their derivatives, the progress or change of the event shall be reported in time.
Article 13 relevant personnel who are obligated to report major information in accordance with the provisions of this system shall immediately report to the Secretary of the board of directors of the company in the form of interview or telephone as soon as they know the major information mentioned in Chapter II of this system, and directly submit or fax the written documents related to major information to the office of the board of directors of the company within 24 hours, If necessary, the original shall be delivered by express mail.
Article 14 the Secretary of the board of directors shall analyze and judge the major information reported in accordance with relevant laws and regulations, Shenzhen Stock Exchange GEM Listing Rules and other normative documents and the relevant provisions of the articles of association. If it is necessary to perform the obligation of information disclosure, the Secretary of the board of directors shall immediately report to the board of directors and the board of supervisors of the company and submit it to the board of directors The board of supervisors shall perform corresponding procedures and make public disclosure in accordance with relevant regulations.
Article 15 in accordance with the provisions of this system, the relevant materials for submitting major information in writing include but are not limited to:
(I) reasons for important events, basic information of all parties, contents of important events, impact on the operation of the company, etc;
(II) the agreements, letters of intent, agreements and contracts involved;
(III) government approvals, laws, regulations, court decisions and briefings involved;
(IV) opinions on important matters issued by the intermediary;
(V) the company’s internal opinions on the examination and approval of major matters.
Chapter IV Management and responsibility of internal report of major information
Article 16 when Chapter II situations occur, occur or are about to occur in all departments, branches, holding subsidiaries and joint-stock companies of the company, the personnel responsible for reporting shall report the relevant information to the Secretary of the board of directors of the company to ensure timely, true, accurate and complete, and there are no false, seriously misleading statements or major omissions. Article 17 the company’s departments and subsidiaries shall timely, truthfully, accurately and completely submit the contents and materials involved in the annual report, interim report and quarterly report to the office of the board of directors.
Article 18 the internal information reporting obligor of the company shall be responsible for the collection and sorting of major information of the department or the company and the liaison with the Secretary of the board of directors of the company according to the actual situation of the unit or department in which he works. Major information shall be submitted to the Secretary of the board of directors after being signed by the first responsible person.
Article 19 the general manager and other senior managers of the company shall be responsible for good faith and shall often urge all departments, branches in charge, holding companies and joint-stock companies of the company to collect, sort out and report major information.
Article 20 before the public disclosure of relevant material information, the internal information reporting obligor of the company shall keep the insiders of the information to a minimum, strictly keep the relevant information confidential, shall not disclose the company’s material information, and shall not carry out insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
Article 21 the Secretary of the board of directors of the company shall, according to the actual situation of the company, regularly or irregularly communicate and train the relevant personnel of the company with major information reporting obligations in terms of corporate governance and information disclosure, so as to ensure the timeliness and accuracy of major information reporting within the company.
Article 22 If the major information mentioned in this system should be reported but not reported in time, the first responsible person and other personnel with reporting obligations shall be investigated for responsibility; If the violation of information disclosure is caused, the relevant personnel with reporting obligations shall bear the responsibility; In case of serious impact or loss to the company, relevant personnel with reporting obligations may be given sanctions, including but not limited to criticism, warning, fine or even dismissal, and may be required to bear the liability for damages.
Chapter V confidentiality responsibility
Article 23 the information reporting obligors shall have the obligation to keep confidential the material information before it is publicly disclosed. They shall try to keep the insiders of the information to a minimum, shall not disclose the company’s insider information, shall not carry out insider trading or cooperate with others to manipulate the trading price of stocks and their derivatives.
For major information that affects the company’s share price, the registration and management of insiders of inside information shall be carried out in accordance with Wuhan Tianyu Information Industry Co.Ltd(300205) insider information management system.
Article 24 the information reporting obligor shall pay special attention to the confidentiality of major matters related to the planning stage of the company. In case of any of the following circumstances, it shall immediately notify the company and disclose the relevant planning and established facts according to law:
(I) the event is difficult to keep confidential;
(II) the event has been leaked or there are rumors about the abnormal event in the market;
(III) the trading price of the company’s shares and their derivatives has fluctuated.
Article 25 for major information that meets the standards of external disclosure, the public publicity time of the company and its subsidiaries shall not be earlier than the public disclosure time of the information, and can be communicated and confirmed with the office of the board of directors of the listed company during the implementation.
Chapter VI supplementary provisions
Article 26 for matters not covered in this system or in conflict with relevant provisions of laws, regulations, normative documents and the articles of association, relevant laws, regulations and normative documents shall prevail.
Article 27 the system shall be revised and interpreted by the board of directors of the company.
Article 28 this system shall come into force from the date of deliberation and adoption by the board of directors.
Wuhan Tianyu Information Industry Co.Ltd(300205) December 22, 2011 revised for the first time on February 28, 2002
