Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) announcement No.: 2022019
Guangzhou Jinyi Media Corporation(002905)
Amendment to the insider registration management system
To further improve the inside letter of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”)
Interest management system, do a good job in the confidentiality of insider information, and effectively prevent securities violations such as insider trading,
Safeguard the legitimate rights and interests of investors in accordance with the company law of the people’s Republic of China and the law of the people’s Republic of China
Guidelines for the administration of information disclosure of listed companies (2025)
No. – registration and management system for insiders of listed companies (revised in 2022) (Shenzhen Securities Exchange)
The Listing Rules of the stock exchange (revised in 2022) and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1
No. 5 – standardized operation of listed companies on the main board, self regulatory guidelines for listed companies No. 5 – Information Disclosure
Business management and other laws, regulations, normative documents and Guangzhou Jinyi Media Corporation(002905) articles of Association
The company held the 11th meeting of the 4th board of directors on April 13, 2022, which was deliberated and adopted
The proposal on Amending the registration and management system of insiders is now based on the actual situation of the company,
It is proposed to improve the current Guangzhou Jinyi Media Corporation(002905) insider information insider registration management system
The specific amendments are as follows:
Serial number before revision after revision
Article 1 to further regulate Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. Article 1 to further regulate the management of inside information of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. (hereinafter referred to as the “company”), strengthen the management of inside information of Co., Ltd. (hereinafter referred to as the “company”), increase the confidentiality of inside information, avoid insider trading, maintain the confidentiality of inside information of the company and avoid insider trading, Maintain the principles of openness, fairness and impartiality of the company’s interest disclosure, protect the principles of openness, fairness and impartiality of the majority of investment information disclosure, and protect the legitimate rights and interests of the majority of investors. In accordance with the company law of the people’s Republic of China, the legitimate rights and interests of investors, the company law of the people’s Republic of China, 1 the securities law of the people’s Republic of China The information of listed companies is covered by relevant laws such as the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the administrative measures, the stock listing rules of Shenzhen Stock Exchange, and the No. 5 municipal guidelines for the supervision of listed companies on the establishment of insider registration and administration of listed companies – Provisions on the insider information system of listed companies Regulations, normative documents, insider registration management system and other relevant laws, regulations, regulatory documents regulating the Guangzhou Jinyi Media Corporation(002905) articles of association and Guangzhou Jinyi Media Corporation(002905) chapters, formulate this system. This system is formulated in accordance with the provisions of the procedure.
Article 2 the board of directors of the company is the manager of the company’s inside information. Article 2 the board of directors of the company shall, in accordance with these provisions and the securities exchange. The chairman of the company is the main exchange of the company’s insider information management. The relevant rules require the timely registration and submission of the insider 2 responsible person. The Secretary of the board of directors is responsible for coordinating and organizing the files of the company’s insider information and ensuring the authenticity and accurate management of the files of the insider information. The securities department is responsible for the supervision, confirmation and integrity of the company’s inside information, and the chairman is the main responsible person. The Secretary of the board of directors shall be responsible for the registration, filing and submission of insiders of the company, who shall be responsible for the control, information disclosure and file registration of insiders of the company
Body work. Matters. The chairman and the Secretary of the board of directors shall know the inside information. Before the inside information is publicly disclosed according to law, the company shall fill in the true, accurate and complete insider files and sign a written confirmation opinion. The board of supervisors of the company shall keep the registration files of insiders true, accurate and complete. Supervise the implementation of the.
The board of supervisors of the company shall establish a registration management system for insiders of inside information
Supervise the implementation.
Article 6 inside information includes but is not limited to: Article 6 the inside information mentioned in this system refers to the operation, finance or (1) regular reports, performance forecasts and performance express reports of the company in accordance with Article 52 of the securities law; (2) major changes in the company’s business policies and business scope; Information about. The insider information mentioned in this system includes but is not limited to: (3) the company’s major investment behavior and major decision to purchase property (I) paragraph 2 of Article 80 and Article 81 of the securities law; Major events listed in paragraph 2;
（4） If the company wins the bid for major projects or enters into important contracts, it may incur large liability for (II) the company;
The company’s assets, liabilities, equity and operating results have an important impact (III) the company accrues large amount of asset impairment reserves;
Ring. (IV) the shareholders’ equity of the company is negative;
（5） The company incurs major debts and fails to pay off major debts due. (V) the main debtors of the company are insolvent or in breach of contract, or have large liability for compensation; The company fails to draw sufficient bad debt reserves for corresponding creditor’s rights according to the real estate procedure; （6） The company incurs major losses or losses; (VI) newly promulgated laws, administrative regulations, rules and industrial policies (VII) major changes in the external conditions of the company’s production and operation; The policy may have a significant impact on the company;
（8） The directors, more than one-third of the supervisors or the general manager of the company have changed. (VII) the company carries out equity incentive, share repurchase and major assets; The chairman or general manager is unable to perform his duties for some reason; Reorganization, spin off or listing of assets;
（9） Shareholders holding more than 5% of the company’s shares or actual control (Ⅷ) the court ruled to prohibit the controlling shareholders from transferring their shares; The situation of holding shares or controlling the company has changed greatly, and more than 5% of the shares of the company held by any shareholder have been pledged or frozen; (10) the company’s voting rights in capital reduction, merger, division, dissolution and application for bankruptcy are restricted according to law, or there is a risk of compulsory transfer of ownership;
decision; Or enter bankruptcy proceedings according to law and be ordered to close down; (IX) major assets are sealed up, seized or frozen; Major bank (11) major litigation and arbitration involving the company, and the general meeting of shareholders and bank accounts are frozen;
The resolution of the board of directors is revoked or declared invalid according to law; (x) the company is expected to suffer losses or substantial changes in its operating performance. (12) the company is suspected of violating laws and regulations and is investigated or changed by the competent authority;
Subject to criminal punishment and major administrative punishment; (11) the company’s directors, supervisors and (11) the main or all businesses have come to a standstill;
The senior managers are suspected of violating laws and disciplines and are investigated by the competent authority or (12) obtain additional income that has a significant impact on the current profits and losses and take compulsory measures; Profit, which may have an important impact on the company’s assets, liabilities, equity or operation into (XIII) the company’s distribution of dividends, equity incentives or refinancing (including results);
Plans for public offering, non-public offering, allotment of shares, issuance of corporate bonds, or (13) the appointment or dismissal of Accountants (convertible bonds, etc.) for the audit of the company; Institute;
（14） Major changes in the company’s ownership structure; （14） Major independent changes in accounting policies and accounting estimates;
（15） Major changes in the company’s debt guarantee; （15） Due to errors in the information disclosed in the early stage, failure to mortgage, sell or report the disclosure of the company’s main business assets in accordance with regulations (16), or false records, the relevant authorities have ordered it to correct or scrap more than 30% of the assets at one time; Corrected by the decision of the board of directors;
（17） Relevant plans for the acquisition of the company; （16） The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violating (18) the laws of the company’s general meeting of shareholders, the board of directors, the board of supervisors and the board of directors, and are filed for investigation by the CSRC or subject to the resolutions of various special committees of the CSRC; Administrative punishment by the CSRC, or major administrative punishment by other competent authorities (19) obtaining large government subsidies, which may impose penalties on the company’s assets and liabilities;
(17) the controlling shareholders, actual controllers, directors and shareholders of the company who have a significant impact on the debt, equity or operating results; Supervisors and senior managers are suspected of serious violation of discipline and law, or their positions (20) change accounting policies and accounting estimates; The crime is detained by the discipline inspection and supervision organ and affects its performance of duties;
（21） Major assets of the company or its parent company and actual controller (18) other directors and assets reorganization plans of the company other than the chairman or manager; (22) if the directors, supervisors and senior managers of the company fail to perform their duties normally or are expected to perform their duties for more than three months due to physical and work arrangements, they may be liable for major damages according to law; Or being taken compulsory measures by the competent authority due to suspected violation of laws and regulations (XXIII) due to errors in the previously disclosed information, failure to comply with regulations and affecting his performance of duties;
(19) other matters prescribed by the CSRC, such as disclosure or false records, being ordered to make corrections by the relevant authorities, or (19) other matters prescribed by the CSRC.
Corrected by the decision of the board of directors; The controlling shareholder or actual controller of a listed company provides major guarantees for major events (24); If the occurrence and progress of a document have a great impact, its (XXV) main or all business shall be stopped in time; Inform the listed company in writing of the relevant information learned, and cooperate with the listed company to fulfill the obligation of information disclosure.
（26） Major assets are sealed up, seized, frozen or offset
Pledge and pledge;
（27） The court ruled that the controlling shareholder was prohibited from transferring his shares
Copies; More than 5% of the company’s shares held by any shareholder are pledged or frozen
Settlement, judicial auction, trusteeship, trust establishment or restriction according to law
right to vote;
（28） Share repurchases, profit distribution, conversion of capital reserve
Share capital or capital increase plan;
（29） Recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange
The company’s securities and their derivatives have a significant impact on the trading price
Other circumstances.
Article 7 the insider mentioned in this system refers to the insider. Article 7 the insider mentioned in this system refers to the person who directly or indirectly obtains the insider information before the disclosure of the insider information, and the person who directly or indirectly obtains the insider information before the disclosure of the information, including but not limited to:
four
(I) directors, supervisors and senior managers of the company; (I) the issuer and its directors, supervisors and senior managers; Wholly owned or holding subsidiaries and their directors, supervisors and senior managers
Personnel; (II) shareholders holding more than 5% of the company’s shares and
(II) the actual controller of the company and its directors, supervisors, senior directors, supervisors and senior managers, and the actual control level managers of the company; Shareholders holding more than 5% of the company’s shares and their directors, supervisors
