Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working system of annual report of independent directors
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance mechanism of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), establish and improve the company’s internal control system, and give full play to the role of independent directors in the preparation of annual reports and information disclosure, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”).
Chapter II responsibilities and working procedures
Article 2 independent directors shall earnestly perform the responsibilities and obligations of independent directors and be diligent in the preparation and disclosure of the company’s annual report.
Article 3 independent directors shall carefully study the requirements of the CSRC, Shenzhen Stock Exchange and other competent departments on annual reports and actively participate in training activities.
Article 4 within two months after the end of each fiscal year, the management of the company shall comprehensively report to each independent director the operation of the company and the progress of major events in the current year, and the company shall arrange on-site investigation on relevant major issues. The report and investigation items shall be recorded in writing, and the documents related to the annual report shall be signed by the parties concerned. Article 5 independent directors shall check whether the accounting firm to be employed by the company has relevant business qualifications and the professional qualifications of Certified Public Accountants (hereinafter referred to as “annual audit certified public accountants”) who provide annual report audit for the company.
Article 6 the company shall submit the annual audit work arrangement and other relevant materials to each independent director in writing before the annual audit CPA enters the audit, and report the company’s financial status, standardized operation and production and operation of the year to the independent director.
Article 7 the company shall arrange at least one meeting between independent directors and the annual audit CPA after the annual audit CPA issues the preliminary audit opinion and before the board meeting is held to review the annual report, so as to communicate the problems found in the audit process, including but not limited to the following contents:
(I) the operating performance of the company, including the year-on-year changes of main business income, main business profit and net profit, the reasons for the changes and the composition of non recurring profits and losses;
(II) composition of the company’s assets and major changes;
(III) major changes in the company’s various expenses, income tax and other financial data;
(IV) operation and performance of the company’s main holding companies and joint-stock companies;
(V) integrity and independence of the company’s assets;
(VI) whether the use and management of the raised funds are consistent with the planned progress and income;
(VII) the implementation of major investment projects, whether they have reached the expected progress and income;
(VIII) operation of the company’s internal control;
(IX) the implementation of related party transactions and the acquisition and sale of assets;
(x) problems found in the audit and progress of other major matters.
Independent directors shall perform the duties of meeting, and the meeting shall have written records and signatures of the parties.
Article 8 independent directors shall pay close attention to the information confidentiality during the preparation of the company’s annual report, and strictly prevent the disclosure of insider information, insider trading and other illegal acts.
Article 9 before convening the board of directors to review the annual report, independent directors shall review the adequacy of the procedures, necessary documents and materials and information that can make reasonable and accurate judgments. If it is found that it is inconsistent with the relevant provisions on the convening of the board of directors or the judgment basis is insufficient, the independent directors shall put forward opinions on supplementing, rectifying and delaying the convening of the board of directors. If the opinions of the independent director are not adopted, the independent director may refuse to attend the board of directors and require the company to disclose the situation and reasons for his failure to attend the board of directors. The company shall disclose the situation and reasons for the non attendance of independent directors at the board of directors in the announcement of the resolution of the board of directors.
Article 10 independent directors shall sign written confirmation opinions on the annual report. If the independent directors cannot guarantee the authenticity, accuracy and completeness of the annual report or have objections, they shall state the reasons and express their opinions and disclose them.
Article 11 If independent directors have objections to the specific matters of the company’s annual report, with the consent of all independent directors, they can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses incurred shall be borne by the company.
Article 12 the Secretary of the board of directors and the person in charge of finance of the company shall be responsible for coordinating the communication between the independent directors and the management of the company. The company shall create necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
Chapter III supplementary provisions
Article 13 for matters not covered in this system, the independent directors of the company shall implement in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 14 the system shall be interpreted and revised by the board of directors of the company.
Article 15 this system shall come into force and be implemented from the date of deliberation and adoption by the board of directors.
