Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022015
Guangzhou Jinyi Media Corporation(002905)
Amendment to the working rules of independent directors
To further improve the corporate governance of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company")
Structure and the structure of the company's board of directors, strengthen the restraint and incentive mechanism for internal directors and managers, and protect small and medium-sized enterprises
To promote the standardized operation of the company in accordance with the interests of shareholders and stakeholders
Justice, securities law of the people's Republic of China, rules for independent directors of listed companies (revised in 2022), Shenzhen
Stock listing rules of Shenzhen Stock Exchange (revised in 2022), self discipline supervision of listed companies of Shenzhen Stock Exchange
Regulatory guidelines No. 1 - standardized operation of listed companies on the main board and other relevant laws, administrative regulations, departmental rules
The provisions of normative documents and the articles of association of Guangzhou Jinyi Media Corporation(002905) company were signed in 2022
On April 13, the 11th meeting of the 4th board of directors was held, and the "on Amending the regulations on independent directors" was deliberated and adopted
The proposal for making detailed rules is now proposed to make a review of Guangzhou Jinyi Media Corporation(002905) in combination with the actual situation of the company
The detailed rules for the work of independent directors are revised as follows:
Serial number before revision after revision
Article 1 in order to further improve the corporate governance structure of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. (hereinafter referred to as "the company") and the corporate governance structure and board of directors of the Company Limited (hereinafter referred to as "the company"), and strengthen the constraints on internal directors and managers and the incentive board structure, Strengthen the restraint and incentive mechanism for internal directors and managers, protect the interests of minority shareholders and stakeholders, promote the incentive mechanism, protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the company, In accordance with the standardized operation on the establishment of a company in a listed company, the guiding opinions of the company 1 independent director system of the people's Republic of China (hereinafter referred to as the "guiding law" (hereinafter referred to as the "company law"), the measures for the filing of independent directors of Shenzhen Stock Exchange and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The rules of listed companies and other relevant laws, administrative regulations and securities regulatory authorities are formulated in accordance with the provisions of the rules of independent directors of the company, the governance standards of listed companies, the Shenzhen and Guangzhou Jinyi Media Corporation(002905) articles of Association (the Listing Rules of the stock exchange and other laws, administrative regulations, the "articles of association"), and in combination with the actual situation of the company, normative documents and the relevant provisions of the articles of association, These rules are formulated (hereinafter referred to as "the rules"). Working rules (hereinafter referred to as "these rules").
Article 4 qualifications of independent directors of the company: Article 4 independent directors shall have the qualifications suitable for the exercise of their functions and powers. (1) in accordance with laws, regulations and other relevant provisions, they shall have the qualifications for holding the posts and meet the following basic conditions:
Qualification of directors of listed companies; （1） Be qualified to serve as a director of 2 listed companies in accordance with laws, regulations and other relevant provisions;
（2） Have the independence required by the guidance;
（3） Having more than five years of experience in laws, regulations, scientific research and enterprise management (2) having the independence, economy or other work independence required by the rules for independent directors of listed companies to perform the duties of independent directors;
Experience; （3） Have more than five years of experience in laws, regulations, scientific research and enterprise management (4) have the basic knowledge of the company's operation, and be familiar with relevant laws, principles, economics or other work administrative regulations, rules and rules necessary to perform the duties of independent directors; And experience;
（5） In principle, independent directors can be held concurrently in up to five listed companies. (4) have basic knowledge of the company's operation, be familiar with relevant laws, and ensure sufficient time and energy to effectively implement independent administrative regulations, rules and rules; and
Duties of directors. （5） Other conditions stipulated by laws, regulations and the articles of association.
Independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the provisions.
Article 5 independent directors of the company shall not be held by the following persons:
（1） Personnel working in the company or affiliated enterprises and their immediate families
Relatives and major social relations (immediate relatives refer to spouses, parents
Children, etc., mainly refer to brothers and sisters, parents in law
Article 5 the independent directors of the company shall not be held by the following persons:; （1） Personnel working in the company or affiliated enterprises and their immediate family (2) relatives who directly or indirectly hold more than 1% of the issued shares of the company Main social relations (immediate family members refer to spouses, parents, or natural person shareholders among the top ten shareholders of the company and their immediate children, etc.; main social relations refer to brothers and sisters, paternal relatives of spouses; spouses of mothers and children, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
（3） Directly or indirectly holding more than 5% of the issued shares of the company
(2) persons who directly or indirectly hold more than 1% of the issued shares of the company and their close relatives; Or natural person shareholders and their immediate family members among the top ten shareholders of the company;
（4） Controlling shareholders, actual controllers and their subsidiaries in Listed Companies
Employees in the enterprise and their immediate family members; （3） (5) the listed company and its controlling shareholders, actual controllers or personnel and their close relatives who hold more than 5% 3 of the company's issued shares directly or indirectly or hold positions in the top five shareholder units of the company;
Their respective subsidiaries provide financial, legal, consulting and other services
Personnel, including but not limited to the project (IV) of the intermediary institution providing services, all the team members, reviewers at all levels, and persons signing the report who have had the situations listed in the preceding three items in the latest year;
Members, partners and main principals; (V) personnel who provide financial and legal services for the company or its subsidiaries, and (VI) personnel who work with the listed company and its controlling shareholders, actual controllers or consultants;
(VI) personnel in other positions stipulated by laws, administrative regulations and departmental rules in the units with significant business contacts of their respective affiliated enterprises, or holding shares in the units with significant business contacts;
Personnel in the eastern unit
(VII) other personnel specified in the articles of Association;
（7） Have any of the situations listed in the preceding six items in the last 12 months
One of the personnel; (VIII) other personnel without independence recognized by the CSRC.
（8） Candidates for independent directors and their positions in the last 12 months
And other circumstances affecting the independence of the former unit
Personnel;
（9） Those with the provisions of Article 146 of the company law shall not
Serving as a director of the company;
（10） Other personnel identified by laws, regulations and the articles of association.
In items (IV), (V) and (VI) of the preceding paragraph
Subsidiaries of controlling shareholders and actual controllers of listed companies shall not
Including in accordance with article of the Listing Rules of Shenzhen Stock Exchange
Article 10.1.4 stipulates that the company does not form an affiliated relationship with the listed company
Affiliated enterprise.
Article 8 number and composition of independent directors
Article 8 number and composition of independent directors (1) the number of independent directors of the company shall account for three of the members of the board of directors (1) the number of independent directors of the company shall account for more than one-third (but at least three) of the members of the board of directors, including at least one-third (but at least three), Including at least one accounting professional (accounting professional refers to the accounting professional with senior professional title (accounting professional refers to the person with senior professional title or certified public accountant qualification). Persons with salary or certified public accountant qualification under the board of directors of the company); Where there are special committees for remuneration and assessment, audit, nomination, etc., independent directors shall serve on the audit committee, nomination committee, remuneration and assessment 4 (2) independent directors shall faithfully perform their duties, account for the majority of the members of the Committee for safeguarding the interests of the company, and act as the convener;
(2) independent directors should faithfully perform their duties and safeguard the interests of the company; In particular, we should pay attention to the protection of the legitimate rights and interests of the shareholders of public shares from (3) the emergence of independent directors who do not meet the conditions for independence or other damage;
(3) when the number of independent directors of the company does not meet the independence conditions or other non independent directors cannot meet the requirements of the articles of association, the company is suitable to perform the duties of independent directors, resulting in that the company shall supplement the number of independent directors in accordance with the regulations; If the number of independent directors fails to meet the requirements of the rules for independent directors of listed companies, the company shall make up the number of independent directors in accordance with the provisions;
Article 9 procedures for the selection of independent directors Article 9 procedures for the selection of independent directors
（1） The nomination, election and replacement of the board of directors, the board of supervisors, and the shareholders who individually or jointly hold (1) independent directors of the company shall be subject to the issuance of more than 1% of the shares according to law and regulations, and the candidates for independent directors can be nominated;
And elected by the general meeting of shareholders; （2） The board of directors, the board of supervisors and the nominees who individually or jointly hold the company's (II) independent directors shall obtain the consent of the shareholders who have proposed to issue more than 1% of the shares to nominate candidates for independent directors before nomination. The nominees shall fully understand the position of the nominees and be elected by the general meeting of shareholders;
(III) the nominees of independent directors shall obtain the information about the proposed independent directors and the consent of the celebrities for their qualifications and independence as independent directors before nomination. The nominees shall fully understand the position 5 opinions of the nominees, and the nominees shall make a public statement that there is no relationship between themselves and the company that affects their independent and objective judgment, such as industry, education, professional title, detailed work experience and all part-time jobs. And their qualifications and independence as independent directors are published in the shareholders' meeting for the election of independent directors
