Guangdong Tianyu Semiconductor Co., Ltd. (Tianyu Semi) released an amended “Rules of Procedure of the Board of Directors,” effective upon shareholder approval on 19 May 2026. The revision replaces the prior version and introduces a more detailed governance framework covering board composition, committee functions, decision-making authority and meeting mechanics.
Board Structure • The board will comprise six directors, including three independent directors and one employee representative, with a single chairman elected by a simple majority of directors. • Directors must be natural persons and are subject to an expanded list of disqualification criteria, such as recent criminal convictions, unresolved significant personal debts or regulatory bans.
Specialised Committees • Four standing committees are confirmed—Audit, Remuneration, Nomination, and Strategy & ESG—each with no fewer than three directors. • Audit Committee members cannot hold senior management roles and must include at least one independent director with accounting expertise.
Audit Oversight • The Audit Committee must direct the internal audit department to review, at minimum every six months, the use of offering proceeds, external guarantees, related-party transactions, securities investments, derivative positions, major fund transfers and other material issues. • Any non-compliance uncovered must be reported promptly to the stock exchange.
Decision-Making Scope • The board retains authority over business plans, annual budgets and final accounts, profit distribution, capital changes, bond issuance, M&A activity and information disclosure. • Quantitative thresholds determine whether transactions require board or shareholder approval: – Related-party transactions with natural persons above RMB0.30 million trigger board review; deals above RMB30.00 million and exceeding 5 % of latest audited net assets require shareholder approval. – For related-party transactions with legal entities, the board reviews amounts over RMB3.00 million that exceed 0.50 % of net assets; those above RMB30.00 million and 5 % of net assets move to shareholders. – Asset deals surpassing 10 % of total assets or 10 % of net assets (with specified minimum absolute values) fall under board scrutiny; if thresholds rise to 50 % of total assets or net assets, shareholder approval is mandatory.
Meeting Rules • The board must convene at least four times annually, with 14-day written notice for regular sessions. Extraordinary meetings may be called by shareholders holding 10 % of voting rights, one-third of directors, the chairman or the Audit Committee, with three-day notice. • A quorum requires over half of directors; resolutions pass with a simple majority of all directors, excluding any who must abstain due to related interests. • Directors may attend by teleconference or video; proxy appointments are allowed but restricted to prevent conflicts of interest and over-delegation.
Documentation and Accountability • Detailed minutes, voting records and supporting materials must be archived for at least ten years. • Directors are jointly liable for resolutions that breach laws or the Articles of Association, unless dissent is formally recorded.
The updated charter aims to sharpen Tianyu Semi’s corporate governance, strengthen internal controls and align board practices with the Company Law, Securities Law, Hong Kong Listing Rules and other prevailing regulations.
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