Guangzhou Jinyi Media Corporation(002905)
Guangzhou Jinyi Media Corporation
Guangzhou Jinyi Media Corporation(002905)
Working system of annual report of independent directors
Chapter I General Provisions
Article 1 in order to further improve the governance mechanism of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”), strengthen the construction of internal control, strengthen the basis for the preparation of information disclosure documents, and give full play to the supervisory role of independent directors in the preparation and disclosure of annual reports, according to the rules for independent directors of listed companies This working system is hereby formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, as well as the relevant provisions of Guangzhou Jinyi Media Corporation(002905) articles of Association (hereinafter referred to as the “articles of Association”).
Article 2 independent directors shall carefully study the requirements of the CSRC, Shenzhen Stock Exchange and other regulatory authorities on the annual report and actively participate in the training organized by them.
Article 3 during the preparation and disclosure of the company’s annual report, independent directors shall earnestly perform the responsibilities and obligations of independent directors, work diligently and protect the overall interests of the company in accordance with relevant laws, administrative regulations, the articles of association and other relevant provisions.
Article 4 independent directors shall perform the following duties in the preparation, review and information disclosure of the company’s annual report: (I) listen to the report of the company’s annual operation and major events;
(II) review the company’s annual audit work arrangement and relevant materials in advance, and communicate with the accounting firm;
(III) urge the accounting firm to complete the annual audit in time to ensure the timely disclosure of the annual report;
(IV) express independent opinions on matters that need to be reviewed by independent directors in the annual report;
(V) other duties prescribed by the CSRC and Shenzhen Stock Exchange.
Chapter II annual report management system of independent directors
Article 5 within 15 days after the end of each fiscal year, the general manager of the company shall report to the independent directors the production and operation of the company and the progress of major events such as investment and financing activities in the current year. The management of the company shall arrange the independent directors to conduct on-site investigation on relevant major issues, appoint special personnel to make written records, which shall be signed and confirmed by the independent directors, companions and recorders.
The person in charge of finance of the company shall report the financial status and operating results of the current year to the independent directors. Article 6 the independent directors shall check whether the accounting firm to be employed by the company has the business qualification related to securities and Futures and the professional qualification of the certified public accountant (hereinafter referred to as the “annual audit certified public accountant”) who provides the annual report audit for the company.
Article 7 the financial principal of the company shall submit the annual audit work arrangement and other relevant materials to the independent directors in writing before the annual audit CPA enters the audit.
Article 8 before the annual audit accountant enters the site, the independent directors shall communicate with the annual audit CPA on the audit plan, the composition of the audit team, risk judgment, the testing and evaluation methods of risks and fraud, and the audit focus of the current year.
Article 9 the company shall arrange at least one meeting between the independent directors and the annual audit certified public accountants after the annual audit certified public accountants issue preliminary opinions and before the board of directors is convened to review the annual report, so that the independent directors can communicate the problems found in the audit process. Independent directors shall perform the duty of meeting and supervision, communicate with the annual audit certified public accountants, and have written records and signatures of the parties. The communication includes but is not limited to the following contents: (I) the company’s operating performance, including the year-on-year changes of main business income, main business profit and net profit, the reasons for the changes, and the composition of non recurring profits and losses;
(II) composition of the company’s assets and major changes;
(III) major changes in the company’s various expenses, income tax and other financial data;
(IV) operation and performance of the company’s main holding companies and joint-stock companies;
(V) integrity and independence of the company’s assets;
(VI) whether the use and management of the raised funds are consistent with the planned progress and income;
(VII) the implementation of major investment projects, whether they have reached the expected progress and income;
(VIII) operation of the company’s internal control;
(IX) execution of related party transactions;
(x) implementation of asset acquisition and sale transactions;
（11） Problems found in the audit;
（12） Progress of other major issues.
Article 10 before the annual report is considered by the board of directors, independent directors shall review the adequacy of the procedures, necessary documents and materials and information that can make reasonable and accurate judgments. If it is found that it is inconsistent with the relevant provisions on the convening of the board of directors or the basis for judgment is insufficient, the independent directors shall put forward opinions on supplementing, rectifying and delaying the convening of the board of directors. If the opinions of the independent directors are not adopted, the independent directors may refuse to attend the board of directors and require the company to disclose the circumstances and reasons for their failure to attend the board of directors. The company shall disclose the situation and reasons for the non attendance of independent directors at the board of directors in the announcement of the resolution of the board of directors.
Article 11 independent directors shall issue special explanations and independent opinions on major related party transactions, external guarantees and other major matters of the company in the annual report.
Article 12 while reviewing the annual report, the board of directors of the company shall form a resolution on the internal control self-evaluation report, and the independent directors shall express their opinions on the internal control self-evaluation report.
Article 13 independent directors shall disclose the inspection of the company’s information disclosure management system in the annual work report of independent directors.
Article 14 independent directors shall sign written confirmation opinions on the annual report.
If the independent directors cannot guarantee the authenticity, accuracy and completeness of the annual report or have objections, they shall state the reasons and express their opinions and disclose them.
Article 15 If independent directors have objections to the specific matters of the company’s annual report, with the consent of all independent directors, they can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses incurred shall be borne by the company.
Article 16 independent directors shall pay close attention to the situation of changing the appointment of an accounting firm during the annual audit of the company. 1
Once there is a change of employment, the independent directors shall express their opinions and report to the local securities regulatory authorities and Shenzhen Stock Exchange in time.
Article 17 independent directors shall urge the company to disclose all matters that should be disclosed in the annual report truthfully, completely and accurately. Article 18 the company appoints the Secretary of the board of directors to be responsible for coordinating the communication between the independent directors and the accounting firm and the management of the company, actively creating necessary conditions for the independent directors to perform the above duties, and timely reporting the opinions and suggestions of the independent directors to the board of directors.
Article 19 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary conditions for independent directors, and relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with the independent directors’ independent exercise of functions and powers.
Article 20 during the preparation and deliberation of the annual report, independent directors shall have the obligation of confidentiality. Before the disclosure of the annual report, strictly prevent the disclosure of insider information, insider trading and other illegal acts. Within 30 days before the disclosure of the annual report and 10 days before the disclosure of the annual performance express, independent directors and related parties shall not buy or sell the company’s shares.
Article 21 all communications, opinions or suggestions related to the above annual report shall be recorded in writing, signed by the parties concerned, and filed and kept by the company.
Chapter III supplementary provisions
Article 22 for matters not covered in this system, independent directors shall implement in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 23 the system shall be formulated, interpreted and revised by the board of directors of the company.
