Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022010
Guangzhou Jinyi Media Corporation(002905)
Amendment to the articles of Association
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.
Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company") according to the people's Republic of China
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) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - Specifications for listed companies on the main board
The provisions of laws, regulations and normative documents such as "operation" and "guidelines for the articles of association of listed companies" will be implemented in April 2022
On June 13, the 11th meeting of the Fourth Board of directors was held, and the proposal on Amending the articles of association was considered and adopted
The proposal is hereby proposed to amend the Guangzhou Jinyi Media Corporation(002905) articles of association in combination with the actual situation of the company
Hereinafter referred to as the "articles of association"), and the specific amendments are as follows:
Comparison table of amendments to the articles of Association
Serial number before revision after revision
Article 2: the company is established in accordance with the company law and other relevant provisions. Article 2: the company is a joint stock limited company (hereinafter referred to as the "company") in accordance with the company law and other relevant provisions. The company is a joint stock limited company established by its predecessor Guang (hereinafter referred to as "the company"). The company was wholly changed by 1 state Guangzhou Jinyi Media Corporation(002905) Investment Group Co., Ltd. to initiate the overall change of the founder, and its predecessor Guangzhou Guangzhou Jinyi Media Corporation(002905) Investment Group Co., Ltd. was established in a formal manner; The company was established in Guangzhou Administration for Industry and Commerce on December 9, 2010; On December 9, 2010, the company was registered with Guangzhou Bureau of Commerce and obtained the business license. The unified social credit code was registered with the municipal market supervision and Administration Bureau and obtained the business license. The unified society 914401017594041317. The Credit Code of the association is 914401017594041317.
2 new article 12: the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 29: the directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares of the company shall sell their shares of the company within 6 months after the shareholders who buy the above shares, or buy them within 6 months after the sale, If the securities with equity nature are sold within 6 months after the purchase, or the proceeds from the sale belong to the company, the board of directors of the company will buy them again within 6 months after recovering the proceeds, and the proceeds from this will belong to the company. However, the board of directors of the company will recover its income from the securities company's holding of the remaining after-sales shares due to underwriting. However, if a securities company sells more than 5% of its shares, it is not subject to the six-month time limit. If the company purchases the remaining shares after the package sale and holds more than 5% of the shares, and the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the directors to have other circumstances specified by the CSRC.
It will be implemented within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit, the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph have the right to directly distribute shares owned by the people's law or other equity securities in their own name for the interests of the company, including their distribution
The court brought a lawsuit. Shares held by spouse, parents, children or other people's accounts, or other equity securities of the responsible directors if the board of directors of the company fails to implement the provisions of paragraph 1.
The parties shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers according to Law Article 41: the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
(II) elect and replace directors and supervisors not held by employee representatives, decide (II) elect and replace directors and supervisors not held by employee representatives, and fix matters related to the remuneration of directors and supervisors; To decide on matters concerning the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and final account plan; (V) review and approve the company's annual financial budget plan and final account plan; (VI) review and approve the company's profit distribution plan and loss recovery plan; (VI) review and approve the company's profit distribution plan and loss recovery plan; (VII) make resolutions on the increase or decrease of the company's registered capital; (VII) make resolutions on the increase or decrease of the company's registered capital;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions in the form of;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company; （11） Make resolutions on the employment and dismissal of accounting firms by the company; （12） Review and approve the major trading banks specified in Article 41 of the articles of Association (12) review and approve the major transactions specified in Article 42 of the articles of Association; Conduct;
（13） Review the purchase and sale of major assets by the company within one year exceeding that of the company (XIII) review the purchase and sale of major assets by the company within one year exceeding 30% of the company's latest audited total assets; 30% of the total audited assets of the company in the latest period;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
（16） Review laws, administrative regulations, departmental rules or the provisions of the articles of Association (16) review other matters that should be decided by the general meeting of shareholders.
Other matters that shall be decided by the general meeting of shareholders.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. The Council or other institutions and individuals shall exercise on their behalf.
Article 41: the company's major transactions shall be examined and approved by the general meeting of shareholders Article 42: the company's major transactions shall be examined and approved by the general meeting of shareholders:
(I) the company's external investment, acquisition and sale of assets, asset mortgage and pledge, (I) the company's external investment, acquisition and sale of assets, asset mortgage and pledge, external guarantee, entrusted financial management, related party transactions and debt financing (except the cash assets donated by the listed company), which meets one of the following standards, And other matters (except the donated cash assets of the listed company), which meet the following targets, shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors: if one of the criteria is met, it shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. 1 The total assets involved in the transaction accounted for the company's total assets approved in the latest audit:
More than 50% (the total assets involved in the transaction have book value at the same time. 1. If the total assets involved in the transaction account for the latest audited total assets and evaluated value of the company, the higher one shall be taken as the calculation basis); More than 50% of the total assets involved in the transaction (the total assets involved in the transaction exist in the account book at the same time. 2. If the relevant principal face value and evaluation value of the transaction object (such as equity) in the latest accounting year, the higher shall be taken as the calculation basis);
Business income accounted for 2.5% of the company's audited main business in the latest fiscal year The subject matter of the transaction (such as equity) is related to the principal in the latest fiscal year
More than 50% of the income and the absolute amount exceeds 50 million yuan; Business income accounted for 3.5% of the company's audited main business in the latest fiscal year The subject matter of the transaction (such as equity) accounts for more than 50% of the relevant net income in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
The profit accounts for 50% of the audited net profit of the company in the latest fiscal year, accounting for 3.5% The subject matter of the transaction (such as equity) is on the relevant net in the latest fiscal year, and the absolute amount exceeds 5 million yuan; The profit accounts for 50% of the audited net profit of the company in the latest fiscal year, accounting for 4.5% The transaction amount (including debts and expenses) of the transaction accounts for the most recent of the company, and the absolute amount exceeds 5 million yuan;
More than 50% of the audited net assets of phase I, and the absolute amount exceeds 5000.4% The transaction amount (including debts and expenses) of the transaction accounts for the latest 10000 yuan of the company; More than 50% of the audited net assets of phase I, and the absolute amount exceeds 50005 The profit generated from the transaction accounts for 10000 yuan of the audited net profit of the company in the latest fiscal year;
More than 50% of the profit and the absolute amount exceeds 5 million yuan; 5. The profit generated from the transaction accounts for 6.5% of the audited profit of the company in the latest fiscal year Transactions between the company and related parties (where the company receives cash assets and withdraws more than 50% of the net profit, and the absolute amount exceeds 5 million yuan; except for guarantee, including the same subject matter or the same related person for 12 consecutive months. 6. The amount of transactions between the company and related parties (the cumulative amount of related transactions reached within the company's cash assets and withdrawals) is more than 30 million yuan, except for guarantee, Including the cumulative amount of related party transactions reached by the same subject matter or the same related person in the related party for 12 consecutive months and accounting for more than 5% of the absolute value of the company's latest audited net assets) with an amount of more than 30 million yuan (if the data involved in the calculation of the above indicators is negative, take the absolute value and accounting for more than 5% of the absolute value of the company's latest audited net assets);
