Amendment to the annual report working system of independent directors
Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022016
Guangzhou Jinyi Media Corporation(002905)
Amendment to the annual report working system of independent directors
In order to further improve the governance of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company")
Management mechanism, strengthen the construction of internal control, strengthen the basis for the preparation of information disclosure documents, and give full play to independence
The role of directors in the preparation and supervision of the annual report of the people's Republic of China in accordance with the company law
Securities Law of the people's Republic of China, rules for independent directors of listed companies (revised in 2022), Shenzhen Securities Exchange
The Listing Rules of the stock exchange (revised in 2022) and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1
No. - provisions of laws, regulations and normative documents such as "standardized operation of listed companies on the main board" and "Guangzhou Jinyi"
According to the relevant provisions of the articles of association of film and television media Co., Ltd. (hereinafter referred to as the "articles of association"), the company
The 11th meeting of the 4th board of directors was held on April 13, 2022, which considered and adopted the amendment of the
The proposal of establishing the working system of annual report of directors is now proposed to Guangzhou Guangzhou Jinyi Media Corporation(002905) media in combination with the actual situation of the company
The annual report working system of independent directors of joint stock limited company is revised, and the specific amendments are as follows:
Serial number before revision after revision
Article 2 independent directors shall carefully study the new article of China Securities Regulatory Commission and Shenzhen 1, and then move the serial number back to the requirements of the stock exchange and other regulatory authorities on the annual report, and actively participate in the training organized by them.
Article 5 within 15 days after the end of each fiscal year and within 15 days after the end of each fiscal year, the general manager of the company shall report to the independent directors the production of the company this year, and the manager shall report to the independent directors the production and operation of the company this year, the progress of major events such as investment and financing activities, and the progress of major events such as investment and financing activities, The person in charge of finance of the company shall report to the independent directors about the current year. The management of the company shall arrange the independent directors to conduct 2 on-site investigation on relevant major issues, appoint special personnel to make written records, and the independent directors shall be responsible for the financial status and operating results. Sign for confirmation by the clerk, companion and recorder.
Article 6 the management of the company shall arrange independent directors to conduct on-the-spot investigation on the major problems that the financial principal of the company shall report to the independent directors this year. Financial status and operating results.
Article 9 after the annual audit CPA issues the preliminary opinion audit Article 9 after the annual audit CPA issues the preliminary opinion audit and before the board of directors is convened to review the annual report, the company shall at least arrange a meeting between the independent directors and the annual audit CPA, so as to have a meeting between the independent directors and the annual audit CPA, So that 3 independent directors can communicate the problems found in the audit process. Independent directors communicate the problems found in the audit process. Independent directors shall perform the duty of meeting supervision, meet with the annual audit certified public accountants, and communicate with the annual audit certified public accountants. Communication includes but is not limited to the following contents: communication shall be recorded in writing and signed by the parties concerned. Communication includes but is not limited to the following contents:
Amendment to the annual report working system of independent directors
(I) the company's operating performance, including the main business income, (I) the company's operating performance, including the year-on-year changes in the main business income, main business profit and net profit, the year-on-year changes in the main business profit and net profit, the reasons for the changes, and the composition of non recurring profits and losses; The causes of changes and the composition of non recurring profits and losses;
(II) composition of the company's assets and major changes; (II) composition of the company's assets and major changes; (III) major changes in the company's expenses, income tax and other financial data (III) major changes in the company's expenses, income tax and other financial data; Major changes;
(IV) the operation and performance of the company's main holding companies and joint-stock companies (IV) the operation and performance of the company's main holding companies and joint-stock companies; Performance;
(V) integrity and independence of the company's assets; (V) integrity and independence of the company's assets;
(VI) whether the use and management of the raised funds are consistent with the planned (VI) whether the use and management of the raised funds are consistent with the planned progress and income; The progress is consistent with the income;
(VII) the implementation of major investment projects and whether they meet the expectations; (VII) the implementation of major investment projects and whether they meet the expected progress and income; Progress and benefits;
(VIII) operation of the company's internal control; (VIII) operation of the company's internal control;
(IX) execution of related party transactions; (IX) execution of related party transactions;
(x) implementation of asset acquisition and sale transactions; (x) implementation of asset acquisition and sale transactions;
（11） Problems found in the audit; （11） Problems found in the audit;
（12） Progress of other major issues.
（12） Progress of other major issues.
Article 11 independent directors shall issue special explanations and independent opinions on the company's 4 external guarantees and other major events in the annual report. Issue special instructions and independent opinions on major related party transactions, external guarantees and other major matters.
Article 12 while reviewing the annual report, the board of directors of the company shall add 5 this article, and then move the serial number back to form a resolution on the internal control self-evaluation report. 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, 6 which is added in this article, and then the serial number is transferred to the report.
Article 13 the independent directors have different opinions on the specific matters of the company's annual report
With the consent of more than half of all the independent directors, the independent directors may have differences on the specific matters of the company's annual report. 7 independent directors may independently hire external audit institutions and consulting institutions. For the specific discussion of the company, with the consent of all the independent directors, they may independently hire external audit items for audit and consulting, and the relevant expenses incurred shall be borne by the public accounting institutions and consulting institutions, Audit and undertake specific matters of the company. Consulting, and the relevant expenses incurred therefrom shall be borne by the company.
Article 16 the company appoints the Secretary of the board of directors to be responsible for coordinating the independent directors. 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 communicating with the accounting firm and the management of the company, and actively creating necessary conditions for the independent directors to perform the above duties. Create necessary conditions for independent directors to perform the above duties, and be responsible for timely reporting the opinions and suggestions of independent directors to the board of directors.
Amendment to the annual report working system of independent directors
Except for the above amendments, other provisions of the annual report working system of independent directors remain unchanged.
Guangzhou Jinyi Media Corporation(002905) board of directors April 13, 2022
