Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022012
Guangzhou Jinyi Media Corporation(002905)
Amendment to the rules of procedure of the board of directors
The company and all members of the board of directors guarantee that the contents of information disclosure are true, accurate and complete without false information
Records, misleading statements or major omissions.
In order to ensure the independence of the board of directors of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company") in accordance with the law
Exercise functions and powers in a standardized and effective manner to ensure the work efficiency and scientific decision-making of the board of directors
Company law of the people's Republic of China, securities law of the people's Republic of China, listing rules of Shenzhen Stock Exchange (2022)
Revised in), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - regulations for listed companies on the main board
The provisions of laws, regulations and normative documents such as fan operation, guidelines for the articles of association of listed companies, and Guangzhou Jinyi
According to the articles of association of film and television media Co., Ltd. (hereinafter referred to as the "articles of association"), the company was established in 2022
On April 13, 2004, the 11th meeting of the Fourth Board of directors was held, and the proposal on Amending the
According to the actual situation of the company, it is proposed to revise Guangzhou Jinyi Media Corporation(002905)
The rules of procedure of the board of directors are revised as follows:
Serial number before revision after revision
Article 1 in order to ensure that the board of directors of Guangzhou Jinyi Media Corporation(002905) 1 (hereinafter referred to as "the company") is independent, standardized and effective in accordance with the law (hereinafter referred to as "the company"), the board of directors exercises its functions and powers independently, standardized and effectively in accordance with the law, so as to ensure the work efficiency and scientific decision-making of the board of directors, and ensure the work efficiency and scientific decision-making of the board of directors, In accordance with the company law of the people's Republic of China (hereinafter referred to as "the public policy", the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China, the Shanghai Administration of justice "), the securities law of the people's Republic of China, the corporate governance standards of Shanghai 1 city, and the corporate governance standards of the stock listing city of Shenzhen Stock Exchange Relevant laws and administrative regulations such as the Listing Rules of Shenzhen Stock Exchange, the rules of Shenzhen stock exchange for companies listed on the SME board, the guidelines for the standardized operation of self-discipline supervision of listed companies of Shenzhen Stock Exchange Securities regulatory Reference No. 1 - standardized operation of listed companies on the main board and other relevant laws and regulations, as well as the provisions of the law of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd., administrative regulations, rules of securities regulatory authorities and the articles of association of Guangzhou Company (hereinafter referred to as the "articles of association"), And the articles of association of Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. (hereinafter referred to as "the company hereby formulates the provisions of these rules of procedure (hereinafter referred to as the articles of association of the company") in combination with the actual situation of the company and the special rules in combination with the actual situation of the company "). These rules of procedure are hereby formulated (hereinafter referred to as "these rules").
Article 4 the board of directors shall exercise the following functions and powers: Article 4 the board of directors shall exercise the following functions and powers:
two
（1） Convene the general meeting of shareholders and report to the general meeting of shareholders; （1） Convene the general meeting of shareholders and report to the general meeting of shareholders;
（2） Implement the resolutions of the general meeting of shareholders; （2） Implement the resolutions of the general meeting of shareholders;
（3） Decide on the company's business plan and investment plan; （3） Decide on the company's business plan and investment plan;
（4） Formulate the company's annual financial budget plan and final account plan; （4） Formulate the company's annual financial budget plan and final account plan; （5） Formulate profit distribution plan and profit recovery plan of the company; （5） Formulate the company's profit distribution plan and loss recovery plan; （6） Formulate plans for the company to increase or reduce its registered capital and issue bonds (6) formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities and list; Or other securities and listing schemes;
（7） (7) to formulate plans for the company's major acquisition, acquisition of the company's shares or merger, division, dissolution and change of company form; Plans for merger, division, dissolution and change of company form;
（8） Decide the company's external investment within the scope authorized by the general meeting of shareholders (8) decide the company's external investment, acquisition and sale of assets, asset mortgage, external guarantee, capital, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, etc. within the scope authorized by the general meeting of shareholders; Entrusted financial management, related party transactions, external donations and other matters; （9） (9) to decide on the establishment of the company's internal management organization; Decide on the establishment of the company's internal management organization;
（10） Appoint or dismiss the general manager and Secretary of the board of directors of the company; (10) appoint or dismiss the general manager and the Secretary of the board of directors of the company, and appoint or dismiss the chief financial officer and other senior managers of the company according to the nomination of the general manager, and decide on their remuneration, rewards and punishments, technical director, sales director, marketing director and other senior managers; According to the nomination of the general manager, appoint or dismiss the company's financial personnel and decide on their remuneration, rewards and punishments; Director, technical director, sales director, marketing director and other senior managers, and determine their remuneration, rewards and punishments;
（11） Formulate the basic management system of the company; （11） Formulate the basic management system of the company;
（12） Formulate the amendment plan of the articles of Association; （12） Formulate the amendment plan of the articles of Association;
（13） Manage the information disclosure of the company; （13） Manage the information disclosure of the company;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm as the company's auditor (14) propose to the general meeting of shareholders to hire or replace the accounting firm as the company's auditor; Accounting firm of accounting;
（15） Listen to the work report of the general manager of the company and check the general manager (XV) listen to the work report of the general manager of the company and check the work of the general manager; Manager's work;
（16） (16) other functions and powers conferred by laws, administrative regulations, departmental rules or the articles of association.
Other functions and powers authorized by the.
Article 6 the board of directors shall be responsible for the company's foreign investment, acquisition and sale of assets, asset mortgage and pledge, external guarantee, entrusted financial management, customs property, asset mortgage and pledge, external guarantee, entrusted financial management The decision-making authority of related party transactions, debt financing and other matters (the company's donated cash and joint transactions, external donations, debt financing and other matters (excluding the company's assets) is as follows: the decision-making authority of donated cash assets is as follows:
(1) the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period; (1) if the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period, but the total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period, it shall also account for more than 50% of the company's total assets audited in the latest period, It shall also be submitted to the general meeting of shareholders for deliberation. The total amount of assets involved in the transaction shall be submitted to the general meeting of shareholders for deliberation at the same time. If the total amount of assets involved in the transaction has both book value and evaluation value, the higher shall be taken as the calculation basis; if there are book value and evaluation value, the higher shall be taken as the calculation basis; According to;
（2） (II) the main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the company's audited main business income in the latest fiscal year, and the absolute amount exceeds more than 10% of the audited main business income in the latest fiscal year, and the absolute amount exceeds 10 million yuan; However, the subject matter of the transaction (such as equity) will be 10 million yuan in the latest month; However, if the main business income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the company's audited main business income in the latest fiscal year, and more than 50% of the audited main business income in the absolute fiscal year, and the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation; If the amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation; （3） (III) the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan; But more than 10% of the profit, and the absolute amount exceeds 1 million yuan; However, if the net profit of the transaction subject matter (such as equity) related to the transaction subject matter (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan, it should also account for more than 50% of the audited net profit, and the absolute amount exceeds 5 million yuan, It shall also be submitted to the general meeting of shareholders for deliberation; Submit to the general meeting of shareholders for deliberation;
（4） The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan; However, if the transaction amount (including the commitment amount) exceeds 10 million yuan, but the transaction amount (including the debt and expenses) accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan, more than 50% shall be raised, and if the absolute amount exceeds 50 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation; The profits generated from the transaction account for the most recent profit of the company, which shall be submitted to the general meeting of shareholders for deliberation; The profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan; However, the profit generated from the transaction accounts for more than 1 million yuan of the company's recent amount; However, if the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and more than 50% of the audited net profit in the latest fiscal year, and the absolute amount exceeds 5 million yuan, it shall also be submitted to the general meeting of shareholders for deliberation;. If the amount exceeds 5 million yuan, it shall also be submitted to the general meeting of shareholders for review. (5) the amount of assets purchased or sold by the company is lower than the company's latest proposal;.
Nearly 30% of the total audited assets. （5） The amount of assets purchased or sold by the company is less than (VI) the transactions between the company and related parties (the company received cash capital and 30% of the total audited assets in the latest period. Except for assets and providing guarantee, including the amount of transactions between the same subject matter or the same related Party (VI) the company and related parties (the cumulative amount of related party transactions reached by the company within 12 consecutive months), The board of directors shall make a resolution to approve the connected transactions with the same subject matter or the same connected person with the amount of less than 30 million yuan or less than 5% of the absolute value of the company's latest audited net assets in 12 consecutive months. Transactions between the company and related parties (related party transactions with an absolute value of 5% of the company's donated cash assets, except for the approval of assets and the provision of guarantee by the resolution of the board of directors, including those with the same subject matter or the same related person. Transactions between the company and related parties (the cumulative amount of related party transactions reached within 12 consecutive months of the company's donated cash assets) and the provision of guarantee, except for those with an amount of assets and the provision of guarantee, including those with the same subject matter or the same related person of more than 30 million yuan, Related party transactions that account for more than 5% of the absolute value of the assets of the company's latest audited net assets (cumulative amount of related party transactions reached within 12 consecutive months) shall be submitted to shareholders of more than 30 million yuan and account for more than 30% of the company's latest audited net assets. If the data involved in the calculation of the above indicators is negative and the absolute value of assets is more than 5%, the related party transaction shall be submitted to the shareholders for calculation. Will consider. If the data involved in the calculation of the above indicators is negative, (VII) the absolute value of the major contracts signed by the company related to daily business activities. Similarly, the amount accounts for the amount signed by the audited business head office (VII) in the latest fiscal year of the company
