Amendment to related party transaction decision-making system
Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022017
Guangzhou Jinyi Media Corporation(002905)
Amendment to related party transaction decision-making system
Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”) in order to improve the corporate governance structure, according to
Company law of the people’s Republic of China, securities law of the people’s Republic of China, listing of shares on Shenzhen Stock Exchange
Rules (revised in 2022) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – main board
Standardized operation of listed companies, self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, etc
The fourth meeting was held on April 13, 2022 in accordance with the provisions of laws and regulations, normative documents and the articles of association
At the 11th meeting of the th session of the board of directors, the proposal on Revising the decision making system for connected transactions was reviewed and adopted,
Now, in combination with the actual situation of the company, it is proposed to revise the company’s related party transaction decision-making system
The situation is as follows:
Serial number before revision after revision
Article 1 to ensure that Guangzhou Jinyi Media Corporation(002905) Article 1 to ensure that the related party transactions between Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”) and related parties meet the requirements of the company
The connected transactions between (hereinafter referred to as “the company”) and related parties comply with the principles of fairness, impartiality and openness, ensure the fairness, impartiality and openness of the company’s connected transactions, and ensure that the company’s connected transactions do not damage the legitimate rights and interests of the company and non connected shareholders. According to the company law of the people’s Republic of China (hereinafter referred to as “the company law”), in order not to damage the legitimate rights and interests of the company and non connected shareholders 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 (hereinafter referred to as the “Securities Law”), 1 the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the listing regulations of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”)
The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (hereinafter referred to as “Stock Listing Rules”), the rules of Shenzhen Stock Exchange (hereinafter referred to as “Stock Listing Rules”), and other relevant laws and administrative regulations, such as the guidelines for information disclosure of listed companies of exchange No. 5 – transactions and political and legal regulations, the rules of securities regulatory authorities, Guangzhou Jinyi related party transactions According to the relevant provisions of the articles of association of securities regulatory machinery film and television media Co., Ltd. (hereinafter referred to as “the rules of the company constitution and Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd.”), and in combination with the actual situation of the company, formulate the relevant provisions of the articles of association of the company (hereinafter referred to as “the articles of association”) and this decision-making system (hereinafter referred to as “the system”). The decision-making system (hereinafter referred to as “the system”) is formulated in combination with the actual situation of the company.
Article 4 the legal person under any of the following circumstances shall be the relevant person of the company. Article 4 the legal person under any of the following circumstances shall be the affiliated legal person of the company:
（1） A legal person that directly or indirectly controls the company; （1） Legal persons or other organizations that directly or indirectly control the company; （2） (2) legal persons other than the company and its holding subsidiaries directly or indirectly controlled by the legal person mentioned in the preceding paragraph; Legal persons or other organizations other than its holding subsidiaries;
（3） Directly (III) by the affiliated natural person of the company listed in Article 5 of this system
Amendment to related party transaction decision-making system
Legal persons other than the company and its holding subsidiaries who are directly or indirectly controlled or serve as directors or senior managers, indirectly controlled or serve as directors or senior managers; Legal persons other than the company and its holding subsidiaries or other groups (4) legal persons holding more than 5% of the shares of the company or their consistent organizations;
Moving; （4） Legal persons or other organizations holding more than 5% of the shares of the company (5) CSRC, Shenzhen Stock Exchange or the company and their persons acting in concert according to substance over form;
Other legal persons with special relationship with the company identified in the principle of formula, which may cause (5) the CSRC, stock exchange or the company to form a company in favor of its interests according to its essence. Other legal persons or other organizations that have a special relationship with the company and may or have caused the company to favor its interests.
Article 9 related party transactions refer to the transfer of resources or obligations between the company and its holding subsidiaries and related parties, including the transfer of resources or obligations between related parties, including but not limited to:
（1） Purchase or sale of assets; （1） Purchase or sale of assets;
（2） Selling products and commodities; （2） Selling products and commodities;
（3） Purchase of raw materials, fuel and power; （3） Purchase of raw materials, fuel and power;
（4） Providing or receiving labor services; （4） Providing or receiving labor services;
（5） Entrusted or entrusted sales; （5） Entrusted or entrusted sales;
（6） Foreign investment (including entrusted financial management, entrusted loans, etc.); （6） Foreign investment (including entrusted financial management, entrusted loans, and financial assistance to subsidiaries (VII); Investment division, etc.);
（8） Provide guarantee; （7） Provide financial assistance;
（9） Leased in or leased out assets; （8） Provide guarantee;
(IX) assets leased in or leased out;
（10） Sign management contracts (including entrusted operation and entrusted management)
Entrusted operation, etc.); （10） Signing management contracts (including entrusted operation and entrusted operation) (XI) giving or receiving assets; Battalion, etc.);
（12） Reorganization of creditor’s rights or debts; （11） Donated or donated assets;
（13） Transfer of research and development projects; （12） Reorganization of creditor’s rights or debts;
（14） Sign the license agreement; （13） Transfer of research and development projects;
（15） Non monetary transactions; （14） Sign the license agreement;
（16） Remuneration, rewards and allowances for key management personnel; （15） Non monetary transactions;
（17） Joint investment by related parties; （16） Remuneration, rewards and allowances for key management personnel; （18） Other resources or obligations that may be transferred through agreement (XVII) joint investment by related parties;
Matters to be transferred; （18） Other matters that may cause the transfer of resources or obligations through agreement (19) matters that the CSRC and the Shenzhen Stock Exchange believe should belong to the transfer of customs;
Amendment to related party transaction decision-making system
Other matters related to joint venture transactions.
（19） Other matters that the CSRC and the Shenzhen Stock Exchange believe should be related party transactions.
Article 13 when the company signs contracts involving related transactions with related parties Article 13 when signing contracts, agreements or other arrangements involving related transactions with related parties, the company shall take necessary responses, agreements or other arrangements. When making other arrangements, the company shall take necessary avoidance measures: avoidance measures:
（1） Any individual can only sign the agreement on behalf of one party; （1） Any individual can only sign the agreement on behalf of one party;
（2） Related parties shall not interfere with the company’s decision in any way; （2） Related parties shall not interfere with the company’s decision in any way; （3） When the board of Directors considers related party transactions, the related directors shall (3) when the board of Directors considers related party transactions, the related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. Guan shall avoid voting and shall not exercise voting rights on behalf of other directors. Affiliated directors include the following directors or joint directors under any of the following circumstances, including the following directors or directors under any of the following circumstances:
1. Counterparty; 1. Counterparty;
2. Work for the counterparty or be able to directly or indirectly control the transaction Working in the counterparty, or in the legal entity that can directly or indirectly control the counterparty, or the legal entity that can directly or indirectly control the counterparty, or the legal entity that can directly or indirectly control the counterparty; Holding a position in a legal entity indirectly controlled;
3. Having direct or indirect control over the counterparty; 3. Having direct or indirect control over the counterparty;
4. Relationship with the counterparty or its direct or indirect controller 4 Close family members of the counterparty or its direct or indirect controller (the specific scope is subject to the provisions of item 4 of Article 5 of the system); Subject to the provisions of item);
5. directors and directors of the counterparty or its direct or indirect controllers Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controllers (including close family members of supervisors and senior managers) (the specific scope shall be subject to the provisions of item 4 of Article 5 of this system); The scope of the entity shall be subject to the provisions of item 4 of Article 5 of this system); 6. Other reasons identified by CSRC, Shenzhen Stock Exchange or the company Persons whose independent business judgment may be affected due to other reasons identified by the CSRC, Shenzhen Stock Exchange or the company. A person whose independent business judgment may be affected. （4） When the general meeting of shareholders deliberates on related party transactions, it has the following circumstances (4) when the general meeting of shareholders deliberates on related party transactions, shareholders under one of the following circumstances shall abstain from voting: shareholders under one of the following circumstances shall abstain from voting:
1. Counterparty; 1. Be the counterparty;
2. Having direct or indirect control over the counterparty; 2. Have direct access to the counterparty
