Securities code: Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) securities abbreviation: ST Tianshou announcement Code: 202220
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Announcement on formulating, revising and improving the internal control system
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) held the 7th Meeting of the 9th board of directors and the 5th meeting of the 9th board of supervisors on March 22, 2022, and deliberated and adopted the proposal on formulating, revising and improving the internal control system of the company. In accordance with the securities law of the people’s Republic of China (revised in 2019) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, as well as the requirements of the special governance work of the CSRC and the newly revised relevant institutional norms and business rules, and in combination with the actual management needs of the company, Supplemented and formulated the registration system for insiders of inside information, the measures for the management of shares and changes held by directors, supervisors and senior managers, and the management system for external information submission; Comprehensively revised the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the related party transaction management system, the external guarantee management system, the independent director system, the dividend management system and the information disclosure management system; Revision It has improved the working rules for the general manager, the working rules for the Secretary of the board of directors, the information disclosure management system, the management system for foreign investment, the management system for the use of raised funds, the internal control management system, the internal control evaluation system, the social responsibility management system, the management system for preventing the occupation of funds by controlling shareholders and related parties, the working rules for the audit committee and the working rules for the remuneration and assessment committee Detailed rules for the work of the nomination committee, detailed rules for the work of the strategy committee, detailed rules for the work of the risk management committee, internal reporting and confidentiality system of major information, anti fraud system, sensitive information management system, annual report system of independent directors, annual report working procedures of the audit committee, accountability system for major errors in annual report information disclosure, management measures for holding subsidiaries and reception and promotion system Improve investor relations management system and external information user management system; Delete the major information reporting system of subsidiaries, and merge its contents into the internal reporting and confidentiality system of major information. The comparison table of each system revision is as follows:
1、 Formulate, revise and improve the content of internal control system
(I) supplementary formulation of internal control system
1. Registration system for insiders of inside information
2. Management measures for shares held by directors, supervisors and senior managers and their changes
3. Management system for external information submission
The full text of the above internal control system and this announcement are published on cninfo.com at the same time http://www.cn.info.com.cn. Come on.
(II) unified revision of various internal control systems
Content before content revision content after content revision
Company name: Inner Mongolia chilechuan Technology Development Co., Ltd. Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
(III) comprehensively revised rules and systems
1. Rules of procedure of the general meeting of shareholders (Draft)
2. Rules of procedure of the board of directors (Draft)
3. Rules of procedure of the board of supervisors (Draft)
4. Related party transaction management system
5. External guarantee management system
6. Independent director system
7. Dividend management system
8. Information disclosure management system
The above comprehensively revised draft rules and regulations are published on cninfo.com at the same time as this announcement http://www.cn.info.com.cn. In, 1-7 of them can be implemented only after being deliberated and approved by the general meeting of shareholders.
(IV) specific contents of relevant revision systems
1. Comparison table for revision of general manager’s working rules
Contents before and after chapter revision
Article 3 the general manager shall meet the following conditions: Article 3 the company shall have a general manager who shall be appointed or dismissed by the board of directors. The general manager shall meet the following conditions:
Article 4 under any of the following circumstances, he shall not serve as the general manager of the company. Article 4 under any of the following circumstances, he shall not serve as the general manager of the company:
(I) no or limited capacity for civil conduct; (I) no or limited capacity for civil conduct; power; (II) being sentenced for corruption, bribery, misappropriation of property, misappropriation of property, or (II) being sentenced for corruption, bribery, misappropriation of property or misappropriation of property, undermining the order of the socialist market economy, or undermining the order of the socialist market economy, less than five years after the expiration of the sentence, or being deprived of political power for a crime, less than five years after the expiration of the execution, or being deprived of profits for a crime, Less than five years after the expiration of the execution period;
The political rights have not been enforced for more than five years; (III) serve as a director of a company or enterprise in bankruptcy liquidation or
(III) served as the factory director or manager of a company or enterprise that went bankrupt and liquidated due to poor management, was personally responsible for the bankruptcy of the company or enterprise, was personally responsible for the bankruptcy of the company or enterprise, and was personally responsible for the bankruptcy of the company or enterprise since the completion of the bankruptcy liquidation of the company or enterprise, less than three years have passed since the bankruptcy of the company or enterprise;
Less than three years have elapsed since the date of completion of liquidation; (IV) serving as the legal representative of a company or enterprise whose business license has been revoked due to violation of law and ordered to close down; (IV) serving as the legal representative of a company or enterprise whose business license has been revoked due to violation of law and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise and the date of revocation of the business license of the company or enterprise;
Year; (V) a large amount of personal debt is not paid off when due; (V) a large amount of debt owed by an individual is not settled when due (VI) it is determined by the CSRC that it is prohibited from entering the market, and it shall be repaid; Persons whose prohibition has not been lifted.
(VI) a person who is determined by the CSRC to be prohibited from entering the market, and the director can also be the general manager, and a non director can also be employed as the general manager.
And the prohibition has not been lifted. The general manager or deputy general director appointed or employed by the company in violation of the provisions of the preceding paragraph may also be the general manager, and non directors may also be employed as the general manager. Manager, the appointment or appointment is invalid.
If the general manager or deputy general manager appointed or appointed by the company in violation of the provisions of the preceding paragraph is under the circumstances listed in paragraph 1 of this article during his term of office, the appointment or appointment shall be invalid. The company shall remove him from his post.
Article 9 the general manager shall exercise the following functions and powers: Article 9 the general manager shall exercise the following functions and powers:
(I) organize the implementation of the resolutions of the board of directors, preside over the work of the company; (I) preside over the daily operation and management of the company, Chapter III daily operation and management of the working group, report to the board of directors, implement the resolutions of the board of directors and report to the board of directors; Make; (II) organize the implementation of the company’s annual business plan and investment plan; (II) draw up the company’s annual production and operation plan;
Article 12 general manager office meeting system: Article 12 general manager office meeting system:
(I) general manager office meeting. The general manager presides over the office meeting of deputy (I) general manager. It is presided over by the general manager, attended by the deputy general manager, the chief financial officer and the Secretary of the board of directors, attended by the office manager, the chief financial officer and the Secretary of the board of directors, and attended by the director of the office in Chapter IV of the office. Content of the meeting: the discussion was attended by the director of the company. Contents of the meeting: discuss the company’s business, related business, management and other matters, as well as the management and other matters of each department and subsidiary, as well as the matters submitted by each department and subsidiary to the conference department for deliberation, the matters to be deliberated at the general manager’s office meeting, and the general manager’s office meeting shall be held irregularly and regularly; The manager may hold a meeting at any time when he deems it necessary;
Article 16 obligations of the general manager: Article 16 obligations of the general manager:
Chapter V (I) shall not become unlimited liability shares of other economic organizations (I) shall not become unlimited liability shareholders of other economic organizations or partners of partnership organizations; Or the general partner of the partnership;
2. Comparison table of amendments to the working rules of the Secretary of the board of directors
Contents before and after chapter revision
Article 1 in order to improve the standard operation level and information disclosure quality of the company, further standardize the duty quality of the Secretary of the board of directors, and further standardize the duties, rights and authorities of the Secretary of the board of directors, in accordance with the company law of the people’s Republic of China and other regulations, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the securities law of the people’s Republic of China on the governance of listed companies, the standards for the governance of listed companies, the rules for the management of information disclosure of listed companies Relevant laws and regulations, such as the municipal measures for the administration of company information disclosure, Chapter I stock listing rules of Shenzhen Stock Exchange, the Listing Rules of Shenzhen stock exchange for listed companies of Shenzhen Stock Exchange, Shenzhen law supervision guidelines No. 1 – regulating the Secretary of the board of directors and securities affairs of listed companies on the main board of listed companies on the stock exchange These rules are formulated in accordance with the relevant provisions of normative documents, the measures for the administration of Inner Mongolia representative qualifications and other relevant laws and regulations, and the articles of association of Tianshou science and Technology Development Co., Ltd. (hereinafter referred to as the “articles of association”) and the actual situation of the company. The detailed rules are formulated according to the actual situation of the company.
Article 6 the Secretary of the board of directors shall have the necessary professional knowledge. Article 6 the Secretary of the board of directors shall have the necessary professional knowledge and experience. His qualifications are as follows:
(I) have the necessary financial and tax knowledge to perform their duties, (I) have the necessary professional knowledge and work experience in finance, tax, law, finance and enterprise management, as well as the professional knowledge and work experience in law, finance and enterprise management; Experience;
(II) have good professional ethics and personal quality, and (II) have good professional ethics and personal quality, good communication skills and flexible handling ability; Good communication skills and flexible handling skills;
(III) have passed the professional training and qualification examination of Shenzhen Stock Exchange (III) have passed the professional training and qualification examination of Shenzhen Stock Exchange and obtained the qualification certificate; And obtain the Secretary of the board of directors recognized by Shenzhen Stock Exchange (Ⅳ) the relevant rules of Shenzhen Stock Exchange and the qualification certificate of company seal;
Other conditions specified in the procedure. (IV) persons under any of the following circumstances in the relevant rules of Shenzhen Stock Exchange and the articles of association shall not serve as other conditions required by the board of directors of the company.
Secretary: under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company (I). Article 147 of the company law stipulates that a written notice shall not be issued:
Being a director of the company; (I) one of the circumstances under which he is not allowed to serve as a director of the company in accordance with Article 146 of the company law;
Article 7 the company
