Amendment to the management system for the use of raised funds
Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022018
Guangzhou Jinyi Media Corporation(002905)
Amendment to the management system for the use of raised funds
In order to standardize the management of funds raised by Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company")
Management and application to protect the interests of investors to the greatest extent, in accordance with the company law of the people's Republic of China
Securities Law of the people's Republic of China, guidelines for the supervision of listed companies No. 2 - management and supervision of funds raised by listed companies
Regulatory requirements for use (revised in 2022) (Shenzhen Stock Exchange Stock Listing Rules (revised in 2022))
Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board
According to the provisions of laws, regulations, normative documents and the articles of association, the company held a meeting on April 13, 2022
The 11th meeting of the 4th board of directors deliberated and adopted the revised management system for the use of raised funds
The current Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd
The management system for the use of raised funds of the company is revised, and the specific revised contents are as follows:
Serial number before revision after revision
Article 1 to regulate Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd
Article 1 in order to standardize Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. and protect the interests of investors in a fair manner, in accordance with the law of the people's Republic of China on the management and use of funds raised by the company (hereinafter referred to as the "company law") According to the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the law of the people's Republic of China on initial public offerings (hereinafter referred to as the "company law"), the administrative measures of the people's Republic of China on the merger and listing of stocks, the securities law of the country where securities of listed companies are issued (hereinafter referred to as the "Securities Law"), and the administrative measures for initial public offerings The administrative measures on further regulating the raising and listing of capital bank shares by listed companies, the notice on the use of securities issuance funds by listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "administrative measures of Shenzhen Stock Exchange", "guidelines for the supervision of listed companies No. 2-1 Stock Exchange") (hereinafter referred to as the "Stock Listing Rules"), and the regulatory requirements for the management and use of raised funds by listed companies Shenzhen Stock Exchange, Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") (hereinafter referred to as "Shenzhen Stock Exchange"), Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange, Shenzhen Stock Exchange Relevant laws and administrative regulations such as the guidelines for the self discipline supervision of listed companies No. 1 - the guidelines for the regulation of listed companies on the main board No. 2 - the operation of the raised funds of listed companies, the regulatory requirements of securities regulatory authorities and other relevant laws and administrative regulations This management system (hereinafter referred to as "the system") is formulated in accordance with the rules of securities supervision, the rules of Guangzhou Jinyi Media Corporation(002905) chapter institutions, the provisions of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. (hereinafter referred to as "the articles of association"), the provisions of the articles of association of the company (hereinafter referred to as "the articles of association") and the actual situation. The management system (hereinafter referred to as "the system") is formulated according to the actual situation of the company.
Article 8 the company shall sign a three-party supervision agreement (hereinafter referred to as the "agreement") with the recommendation institution and the commercial bank storing the raised funds (hereinafter referred to as "the commercial bank and the sponsor or independent financial adviser and the industrial bank storing the raised funds") within one month 2 after the raised funds are in place. Agreement to sign the tripartite supervision agreement (hereinafter referred to as the tripartite agreement) with the commercial bank
Amendment to the management system for the use of raised funds
The following contents should be included in the list of contents: 1. The tripartite agreement shall at least include the following contents:
（1） The company shall centrally deposit the raised funds in a special account; (I) the company shall deposit the raised funds in a special account; （2） The account number of the special account, the raised funds involved in the special account, the account number of the special account for deposit (II) raised funds, and the amount of raised funds involved in the special account; Deposit items and deposit amount;
（3） (III) if the company withdraws more than 10 million yuan or 5% of the net raised funds from the special account once or within 12 months, the withdrawal amount exceeds 50 million yuan or the net raised funds. The company and commercial banks shall notify the recommendation institution in time; In case of 20% of the amount, the company and the commercial bank shall timely notify the sponsor. (4) the commercial bank shall issue a statement to the company every month and send a copy to the insurer or independent financial adviser;
Recommendation agency; (IV) the commercial bank issues the bank statement to the company every month, and (V) the recommendation institution can check the special account capital of the commercial bank at any time, and copy it to the sponsor or independent financial adviser;
Material; (V) the sponsor or independent financial consultant can inquire about the special account information at any time at the commercial (VI) the supervision responsibilities of the recommendation institution, the notice of the commercial bank and the distribution bank;
(VI) supervision responsibilities of sponsors or independent financial advisers and commercial supervision methods; (VII) the rights and obligations of sponsors or independent financial companies, commercial banks and recommendation institutions, as well as the liabilities of consultants and commercial banks for the breach of contract of the supervisor for the use of the company's raised funds.
Formula;
（8） The commercial bank fails to issue the statement of account to the sponsor in time for three times (VII) the large amount withdrawal of the company, commercial bank, sponsor or independent financial advisor or special account notified, as well as the rights, obligations and liabilities for breach of contract that fail to cooperate with the sponsor;
If the applicant inquires and investigates the information of the special account, the company may terminate the Association (VIII) the commercial bank fails to timely negotiate with the sponsor or independent finance for three times and cancel the special account for raised funds. If the financial consultant issues a statement of account or notifies the special account of large amount withdrawal, the company shall report to the Shenzhen stock exchange for filing after all agreements are signed, and fails to cooperate with the sponsor or independent financial consultant to inquire and announce the main contents of the agreement. In case of any conflict with the information of the special account for investigation, the company may terminate the agreement and cancel the special account for raised funds.
If the company implements a raised investment project through a holding subsidiary, the company shall timely announce the main contents of the tripartite company, the holding subsidiary implementing the raised investment project, the commercial bank and the insurance agreement after the signing of the above tripartite agreement.
The recommendation institutions jointly sign the tripartite supervision agreement, and the company and its holding subsidiaries
The company shall be regarded as a joint party. If the company implements the raised capital investment project through the holding subsidiary, and the above agreement is terminated in advance before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement by the company and the holding subsidiary implementing the raised capital investment project, the company, the commercial bank, the sponsor or the independent financial consultant, and report to the Shenzhen stock exchange for filing and announcement. According to the tripartite agreement, the company and its holding subsidiaries shall be regarded as a common party.
If the above three-party agreement is terminated in advance before the expiration of its term of validity, the company shall sign a new three-party agreement with relevant parties within one month from the date of termination of the three-party agreement and make a timely announcement.
Article 18 Where a listed company changes the implementation of the investment project with raised funds Article 18 Where a company changes the implementation place and place of the investment project with raised funds, it shall make a timely announcement after the deliberation and approval of the board of directors. If it says 3 the implementation method, it shall be deliberated and approved by the board of directors of the company, and report to the Shenzhen Stock Exchange within two trading days after clarifying the change and the reasons for the implementation of the investment project with raised funds and announce the reasons for the change. And the opinions issued by the sponsor or independent financial adviser.
Amendment to the management system for the use of raised funds
Article 19 the idle raised funds of the company are temporarily used to supplement liquidity
The of funds shall be examined and approved by the board of directors, independent directors and supervisors
The board of directors and the recommendation institution shall issue explicit consent opinions and disclose them, and shall
When the following conditions are met: Article 19 the listed company uses idle raised funds to supplement temporarily (1) it shall not change the purpose of raised funds in a disguised form or affect the raised working capital, which shall be deliberated and approved by the board of directors and the normal progress of independent directors and capital investment plans; The board of supervisors and the recommendation institution give explicit consent and disclose that only (2) the raised funds that have been returned and used for temporary replenishment of working capital are limited to the production and operation related to the main business, and shall be consistent with the capital (if applicable); The following conditions are met:
（3） The time for a single replenishment of working capital shall not exceed 12 months; (I) it is not allowed to change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised 4 funds;
（4） No venture capital investment has been made in the past 12 months, and it promises not to enter the capital during (II) the period when it has returned the previous raised funds used to temporarily replenish the working capital and used the idle raised funds to temporarily replenish the working capital;
The bank conducts venture capital and does not provide financial support to objects other than holding subsidiaries
Financial assistance. (III) the time for a single replenishment of working capital shall not exceed 12 months. The venture capital referred to in the preceding paragraph refers to the months in Chapter VII of the guidelines for operational norms;
The venture capital defined in section I is the same below in this system. (IV) do not directly or indirectly use idle raised funds. When idle raised funds are used to supplement working capital, they are limited to high-risk investments such as main bond investment and derivatives trading.
The production, operation and use related to business shall not be directly or indirectly
The subsequent arrangement is used for the allotment and subscription of new shares, or for shares and their derivatives
Transactions of raw varieties, convertible corporate bonds, etc.
Article 31 If the company intends to change the purpose of the raised funds, it shall announce the following contents within two trading days after submitting it to the board of directors for deliberation:
Article 31 Where the company intends to change the purpose of the raised funds, it shall
Announce the following (1) basic information of the original project and the specific reasons for the change within two trading days after submitting it to the board of directors for deliberation;
Contents: (II) basic information, feasibility analysis and risk withdrawal of the new project (I) original project
