Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022011
Guangzhou Jinyi Media Corporation(002905)
Amendments to the rules of procedure of the general meeting of shareholders
Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company") in order to standardize the company's behavior, we guarantee
In accordance with the company law of the people's Republic of China and the certificate of the people's Republic of China
Securities law, listing rules of Shenzhen Stock Exchange (revised in 2022), listing rules of Shenzhen Stock Exchange
Company self regulatory guidelines No. 1 - standardized operation of listed companies on the main board, guidelines for the articles of association of listed companies and
The provisions of laws, regulations and normative documents such as the rules of the general meeting of shareholders of the municipal company (revised in 2022) and the
The provisions of the articles of association of the State Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. (hereinafter referred to as the "articles of association") came into force in 2022
On April 13, the 11th meeting of the 4th board of directors was held, which deliberated and adopted the amendment to the shareholders' meeting
According to the actual situation of the company, it is proposed to revise Guangzhou Jinyi Media Corporation(002905)
The rules of procedure of the general meeting of shareholders are revised as follows:
Serial number before revision after revision
Article 1 in order to regulate the company's behavior and ensure that the general meeting of shareholders will act in accordance with the law, Article 1 in accordance with 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 securities law of the people's Republic of China and the securities law of the people's Republic of China The guidelines for the governance of listed companies, the rules for the general meeting of shareholders of listed companies, the guidelines for the governance of listed companies, the rules for the general meeting of shareholders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the Shenzhen rules, the stock listing rules of Shenzhen Stock Exchange, the standardized operation instructions of small and medium-sized enterprise board listed companies of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1
These rules are formulated in accordance with the relevant laws and regulations such as the "Introduction" and the provisions of the articles of association of the limited company (hereinafter referred to as the "articles of association") and the articles of association of the limited company (hereinafter referred to as the "articles of association") (these rules are formulated in accordance with the relevant provisions. Hereinafter referred to as the "articles of association").
Article 11 shareholders who individually or jointly hold more than 10% of the company's shares Article 11 shareholders who individually or jointly hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and ordinary shareholders (including preferred shareholders whose voting rights are restored) have the right to submit it to the board of directors in writing. The board of directors shall request the board of directors to convene an extraordinary general meeting of shareholders in accordance with its rights, and shall submit it to the board of directors in the form of receiving the request in writing in accordance with the provisions of laws, administrative regulations and the articles of association. The board of directors shall give written feedback within 10 days after receiving the request in accordance with the laws and regulations and the articles of association. Put forward written feedback on whether to agree or disagree with the convening of the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall make a decision. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall send a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made, and a Notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the relevant shareholders, The consent of relevant shareholders shall be obtained. Meaning.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, or fails to give feedback within 10 days after holding the request alone or in total, Shareholders who individually or jointly hold more than 10% of the company's shares have the right to propose to the board of supervisors that ordinary shareholders with more than 10% of the company's shares (including preferred shareholders whose voting rights are restored to convene the extraordinary general meeting of shareholders and who shall reply to the board of supervisors in writing) have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders. And shall submit a written request to the board of supervisors. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall send a notice of convening the general meeting of shareholders within 5 days after receiving the request. The notice shall send a notice of convening the general meeting of shareholders within 5 days of the original request. The change of the original request in the notice shall be approved by the relevant shareholders. The change requested shall be approved by the relevant shareholders.
If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders within the specified time limit, and it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders for 90 consecutive days, Ordinary shareholders who individually or jointly hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over the meeting on their own. Shareholders (including preferred shareholders whose voting rights are restored) may convene and preside over the meeting on their own.
Article 12 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If they decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and file with the local China Securities Exchange where the company is located.
The dispatched offices of China's securities regulatory authorities and exchanges shall be put on record.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders of ordinary shares (including the preferred shareholders whose shareholding ratio of the convening shareholders shall not be restored before the announcement of the resolution of the general meeting of shareholders) shall not be less than
3 less than 10%. 10%。
The board of supervisors and convening shareholders shall submit relevant certificates to the Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when publishing the announcement of the resolution of the general meeting of shareholders to China Securities where the company is located.
Material Science.
Article 16 shareholders who individually or jointly hold more than 3% of the company's shares Article 16 shareholders who individually or jointly hold more than 3% of the company's shares may propose temporary ordinary shareholders (including preferred shareholders whose voting rights are restored) 10 days before the shareholders' meeting, and submit a proposal in writing to the convener. The convener shall, within 2 days after receiving the proposal, put forward an interim proposal 10 days before the shareholders' meeting and issue a supplementary notice of the shareholders' meeting, announce the interim proposal and submit it to the convener. The convener shall the contents of the proposal within 2 days after receiving it. Issue a supplementary notice of the general meeting of shareholders and announce the contents of the interim proposal. 4. In addition to the provisions of the preceding paragraph, after the convener sends the notice of the general meeting of shareholders, except the provisions of the preceding paragraph, the convener shall not modify or add the proposals listed in the notice of the general meeting of shareholders, and shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals. New proposals.
For the proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 13 of these rules, the general meeting of shareholders shall not vote and make the proposals specified in the resolution, and the general meeting of shareholders shall not vote and make the resolutions. Discussion.
Article 17 the convener shall notify all shareholders in the form of announcement 20 days before the annual shareholders' meeting is held. The extraordinary shareholders' meeting shall notify all ordinary shareholders in the form of announcement 15 days before the voting rights restoration meeting is held. The extraordinary shareholders' meeting shall be held at the meeting
Inform all ordinary shareholders (including preferred shareholders whose voting rights have been restored) by announcement 15 days ago.
When the company calculates the starting period of the notice of the general meeting of shareholders, it does not include the date of the meeting.
Article 25 all ordinary shareholders (including preferred shareholders whose voting rights have been restored) or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
If the preferred shareholders do not attend the shareholders' meeting and their shares have no voting rights, but under any of the following circumstances, the company shall notify the preferred shareholders of the shareholders' meeting and follow the procedures specified in the company law and the articles of Association for notifying ordinary shareholders. When attending the general meeting of shareholders, the shareholders of preferred shares have the right to vote separately from the shareholders of ordinary shares, and each preferred share they hold has one voting right, but the preferred shares of the company held by the company have no voting right:
Article 25 all shareholders registered on the equity registration date or
6. Its agents have the right to attend the general meeting of shareholders. The company and the convener (I) modify the contents related to preferred shares in the articles of Association; It shall not be refused for any reason. (II) reduce the registered capital of the company by more than 10% at one time or in total;
(III) merger, division, dissolution or change of corporate form of the company; (IV) issuance of preferred shares;
(V) other circumstances stipulated in the articles of association.
The resolutions on the above matters shall be approved by the shareholders of ordinary shares (including the shareholders of preferred shares whose voting rights are restored) who attend the meeting
