Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022003 Guangzhou Jinyi Media Corporation(002905)
Announcement of resolutions of the 11th meeting of the 4th board of supervisors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The 11th meeting of the 4th board of supervisors Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company") was held at 11:30 a.m. on April 13, 2022 in Guangzhou Jinyi Media Corporation(002905) conference room, 4th floor, No. 8, Huacheng Road, Tianhe District, Guangzhou by means of on-site meeting and communication voting. The notice of the meeting was sent to all supervisors in writing, e-mail, fax or telephone on April 2, 2022. Three supervisors should attend the meeting and three actually attended the meeting. This meeting was convened and presided over by Mr. Wenquan, chairman of the board of supervisors. The notice, convening and convening of this meeting comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation and voting by the attending supervisors, the following proposals were considered and adopted at the meeting:
1. The proposal on the work report of the board of supervisors in 2021 was reviewed and adopted.
During the reporting period, the board of supervisors earnestly performed its duties, prudently exercised the functions and powers conferred by the articles of association and the general meeting of shareholders, and held four meetings of the board of supervisors in combination with the actual business needs of the company. The notice, convening and voting procedures of the meetings met the requirements of the company law and the articles of association.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted.
All supervisors of the company agreed that the 2021 annual report and its summary prepared and reviewed by the board of directors of the company comply with the provisions of relevant laws and administrative regulations, and the contents of the report truly, accurately and completely reflect the operation of the company in 2021, without false records, misleading statements or major omissions.
[for details, please refer to cninfo.com.cn on April 15, 2022.) The full text of the 2021 annual report disclosed on and published on the same day in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) Abstract of 2021 annual report (Announcement No.: 2022004).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company's 2021 annual financial statement was reviewed and passed.
Agree with the financial statement of 2021 submitted by the company, and all supervisors agree that the report objectively and truly reflects the financial situation and operating results of the company in 2021.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company's 2021 self evaluation report on internal control was deliberated and adopted. After review, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
[for details, please refer to cninfo.com.cn on April 15, 2022.) Self evaluation report on internal control in 2021 disclosed on the.]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
5. The proposal on profit distribution of the company in 2021 was deliberated and adopted.
After review, the board of supervisors believes that the proposal on the company's profit distribution plan for 2021 meets the relevant regulatory requirements, conforms to the articles of association and the profit distribution policy of the company in the prospectus for initial public offering, conforms to the current actual operating conditions of the company and the long-term interests of all shareholders, and is conducive to the sustainable, stable and healthy development of the company, Agree to the company's profit distribution plan for 2021 and agree to submit it to the general meeting of shareholders for deliberation.
[for details, please refer to China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 15, 2022 Announcement on no profit distribution in 2021 (Announcement No.: 2022005).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the special instructions on the occupation of non operating funds and other related capital transactions was deliberated and adopted.
After review, the board of supervisors held that in 2021, the company did not occupy the company's funds in violation of regulations by the controlling shareholders and other related parties, nor did it provide the funds directly or indirectly to the controlling shareholders and other related parties for use.
[for details, please refer to cninfo.com.cn on April 15, 2022.) Special instructions on occupation of non operating funds and other related capital transactions in 2021 disclosed on the.]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
7. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted.
After review, related party transactions are necessary for the company's daily business activities. The actual amount in 2021 does not exceed the approved amount of related party transactions in 2021. 2022 is expected to be a reasonable prediction based on the actual transaction needs of the company's current daily business. The market price is fair and the related party transactions are reasonable, which does not affect the independence of the company, conforms to the interests of the company and all shareholders, and does not damage the interests of minority shareholders. The company's approval procedures for daily related party transactions are legal and effective, and the transaction is reasonable and necessary. Agree to the expected matters of this daily connected transaction.
[for details, please refer to China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 15, 2022 Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022006).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
8. The proposal on the company's use of idle self owned funds for entrusted financial management was deliberated and adopted.
After review, the board of supervisors unanimously agreed that the company's use of idle self owned funds for entrusted financial management this time complies with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, the articles of association, and does not affect the normal turnover needs of the company's daily funds, the normal development of the company's main business, and there is no damage to the interests of the company and minority shareholders, The decision-making and deliberation procedures of this matter are legal and compliant. This entrusted financial management will obtain certain investment benefits, improve the overall performance level of the company and seek more investment returns for shareholders. The board of supervisors agrees that the company will use its own idle funds with a limit of no more than 300 million yuan for entrusted financial management to purchase financial products with high safety and good liquidity. The limit can be used in a circular way from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 on the designated information disclosure media Announcement on using idle self owned funds for entrusted financial management (Announcement No.: 2022007).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the renewal of the company's 2022 financial audit institution was deliberated and adopted.
The board of supervisors of the company agreed to renew ShineWing Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year. And agree to authorize the management of the company to sign relevant agreements with it and determine its remuneration according to industry standards and the actual situation of the company's audit work.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on reappointment of the company's financial audit institution in 2022 (Announcement No.: 2022009) disclosed on the]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the remuneration of the company's supervisors in 2021 was deliberated and adopted.
It is agreed that the supervisors of the company will receive remuneration according to the following standards in 2021:
1. In accordance with the position of supervisor or any subsidiary of the company
2. Supervisors who do not hold specific management positions other than supervisors in the company and / or any subsidiary will not receive supervisor allowance in the company.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
[for details, please refer to cninfo.com.cn on April 15, 2022.) "Section iv-5-3, remuneration of directors, supervisors and senior managers" of the 2021 annual report disclosed on the website.]
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on Amending the articles of association was deliberated and adopted.
It is agreed that the company, in accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company, Revise the Guangzhou Jinyi Media Corporation(002905) articles of association.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Amendment to the articles of Association (Announcement No.: 2022010).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on Amending the rules of procedure of the board of supervisors was considered and adopted.
It is agreed that the company, in accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, Revise the rules of procedure of Guangzhou Jinyi Media Corporation(002905) board of supervisors.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Amendment to the rules of procedure of the board of supervisors (Announcement No.: 2022013).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on Revising the decision-making system for connected transactions was considered and adopted.
It is agreed that the company shall, in accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies No. 7 - transactions and related party transactions and other laws, regulations and normative documents, and in combination with the actual situation of the company, Revise the Guangzhou Jinyi Media Corporation(002905) related party transaction decision-making system.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 The amendment to the decision-making system of connected transactions (Announcement No.: 2022017).]
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on Revising the management system for the use of raised funds was reviewed and adopted.
It is agreed that the company shall comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board And other laws, regulations and normative documents, combined with the actual situation of the company
