Amendments to the company's shares held by directors, supervisors and senior managers and their change management system
Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022014
Guangzhou Jinyi Media Corporation(002905)
Revision of the company's shares held by directors, supervisors and senior managers and their change management system
Main case
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, shares held by directors, supervisors and senior managers of listed companies
Management rules for shares and changes of the company (revised in 2022) and Listing Rules of Shenzhen Stock Exchange
(revised in 2022) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - listing on the main board
The provisions of relevant laws, administrative regulations, normative documents and the articles of association, such as the standardized operation of the company, are
On April 13, 2022, the 11th meeting of the 4th board of directors was held, and the amendment of the
The proposal on the company's shares held by the board of directors, supervisors and senior managers and their change management system is hereby combined with the company
According to the actual situation of the company, it is proposed to make an analysis of the shares of the company held by directors, supervisors and senior managers and their changes
The management system is revised as follows:
Serial number before revision after revision
Article 1 to strengthen Guangzhou Jinyi Media Corporation(002905)
(hereinafter referred to as "the company" or "the company") directors, supervisors and senior executives
The management of the shares of the company held by the first-class managers and their changes shall be based on
The company law of the people's Republic of China (hereinafter referred to as "the first article of the company to strengthen the public law of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd."), the securities law of the people's Republic of China (hereinafter referred to as "the company" or "the company") and the directors, supervisors and senior executives of the company (hereinafter referred to as "the securities law") Rules for the management and maintenance of the shares of the company held by the listing level managers of Shenzhen Stock Exchange and their changes (hereinafter referred to as the "Listing Rules") In accordance with the law of the people's Republic of China on the guidelines for the standardized operation of companies listed on the SME Board of the company stock exchange, the securities law of the people's Republic of China, the directors of listed companies, (hereinafter referred to as the "guidelines for the standardized operation") Shares of the company held by supervisors and senior managers of listed companies and their changes 1. Shares of the company held by directors, supervisors and senior managers and their management rules, stock listing rules of Shenzhen Stock Exchange, Shenzhen change management rules, directors of listed companies of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1
The shares of the company held by the board of directors, supervisors and senior managers and their changes - standardized operation of listed companies on the main board, guidelines for the management of Shenzhen Stock Exchange, guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange and China Stock Exchange No. 10 - further management of Shenzhen Branch of stock change registration and settlement Co., Ltd This system is formulated in accordance with the provisions of administrative regulations and rules, as well as the notice of guangbu on regulating the purchase and sale of shares of the company by relevant regulators in the articles of association of directors, supervisors and senior managers of companies listed on the SME board Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd.
Laws, regulations, normative documents and Guangzhou Guangzhou Jinyi Media Corporation(002905) media
Articles of association of a joint stock limited company (hereinafter referred to as the "articles of association")
This system is hereby formulated in accordance with the relevant provisions of the.
Amendments to the company's shares held by directors, supervisors and senior managers and their change management system
Article 5 directors, supervisors, senior managers and securities of the company Article 5 directors, supervisors and senior managers of the company shall not buy or sell the company's shares and their derivatives during the following periods: (I) the company's annual report Thirty days before the announcement of semi annual report (1) thirty days before the announcement of the company's regular report, if the announcement of the annual report or semi annual report is delayed due to special reasons, it shall be calculated from the thirty days before the original scheduled announcement, to the public day and to the day before the announcement; The day before the notice;
(2) within ten days before the announcement of the company's performance forecast and the company's performance express; (II) within ten days before the announcement of the company's quarterly report, performance forecast and performance express;
（3） (III) from the date of occurrence of major events that may have a great impact on the trading price of the company's shares and their derivatives, or the date of occurrence of major events that may have a great impact on the company's shares and their derivatives, or the date of decision-making procedures, to two trading days after disclosure according to law; During the process, to the date of disclosure according to law;
（4） Other periods specified by the CSRC or Shenzhen Stock Exchange (Ⅳ) other periods specified by the CSRC or Shenzhen Stock Exchange. period.
Article 6 the directors, supervisors and senior managers of the company shall comply with Article 6. In violation of the relevant provisions of the securities law, the directors, supervisors and senior managers of the company shall sell the company's shares or other equity securities held by them within six months after purchase in accordance with the provisions of article 47 of the securities law of the company, Or sell within six months after the sale, or buy again within six months after the sale, and the proceeds will belong to the company. The directors of the company will return the proceeds to the company. The board of directors of the company will recover the proceeds and disclose the following contents in time: return the proceeds.
（1） Illegal trading of stocks by relevant personnel; The company shall disclose the following contents in time:
（2） Remedial measures taken by the company; (I) illegal trading of shares by relevant personnel;
（3） The calculation method of income and the specific circumstances of the recovery of income by the board of directors (II) the remedial measures taken by the company;
3. Working condition; (III) the calculation method of income and the specific of the board of directors to recover income (IV) other matters required to be disclosed by Shenzhen Stock Exchange. situation;
For multiple purchases, the time of the last purchase shall be taken as vi (IV) other matters required to be disclosed by Shenzhen Stock Exchange.
The starting point of the three-month sales prohibition period; For multiple sales, the above "sell within six months after purchase" refers to the time of the last purchase and the last sale as the time point of the six-month purchase prohibition period; "Another starting point within six months after the sale. If the board of directors of the company fails to implement the provisions of the preceding paragraph, the purchase of shares" refers to the purchase of shares within six months from the time point of the last sale, and the East has the right to require the board of directors to implement it within 30 days. In.
If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to directly file a lawsuit with the people's court or other securities with equity nature, including their spouses and fathers, in their own name for the interests of the company for the shares held by the directors, supervisors and senior managers mentioned in the preceding paragraph. Stocks or other equity securities held by parents and children and held in other people's accounts.
Article 7 shareholders holding more than 5% of the company's shares buy and sell the company's shares Article 7 shareholders holding more than 5% of the company's shares buy and sell the company's shares in accordance with the provisions of Article 6 of this system. The of shares shall be implemented with reference to the provisions of Article 6 of these systems.
four
If a securities company holds more than 5% of the company's shares due to the purchase of after-sales surplus stocks by underwriting, the sale of such shares shall not be subject to the restriction of more than 5% of the shares in Article 6 of this system and the existence of the securities regulatory authority under the State Council
Amendments to the company's shares held by directors, supervisors and senior managers and their change management system
The six-month time limit specified in paragraph 1. Except for other circumstances specified.
Article 8 the directors, supervisors and senior managers of the company shall
Ensure that the following natural persons, legal persons or other organizations do not buy or sell the company's shares and their derivatives because they know that the directors, supervisors and senior managers of the company should confirm the information in Article 8: ensure that the following natural persons, legal persons or other organizations do not buy or sell the company's shares and their derivatives because they know (I) the spouses and information of the directors, supervisors and senior managers of the company: parents Children, brothers and sisters; (I) spouses of directors, supervisors and senior managers of the company; (II) legal parents, children, brothers and sisters controlled by directors, supervisors and senior managers of the company;
5 persons or other organizations; (II) the law controlled by the company's directors, supervisors and senior managers (III) the securities affairs representative of the company and his spouse, parents, children or other organizations;
Female, brothers and sisters; (III) other natural persons identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company according to the principle of substance over form and other natural persons identified by China Securities Regulatory Commission, Shenzhen Stock Exchange or the company according to the principle of substance over form and having special relationship with the company or the company's directors, supervisors and senior managers, who may know the inside information and senior managers, and who may know the inside information Legal person or other organization.
Interest bearing natural person, legal person or other organization.
Article 9 the directors, supervisors and senior managers of the company shall
Entrust the company to report to Shenzhen Stock Exchange and China within the following time
Shenzhen Branch of Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "CSDCC Shenzhen Branch") shall entrust the company to report its personal identity information to Shenzhen Stock Exchange and China Securities Depository and Clearing Co., Ltd. (including name, position, ID card number, Shenzhen Branch of securities accounting Co., Ltd. (hereinafter referred to as "CSDCC Shenzhen Branch") within the time listed "Settlement of accounts in China, time of departure from office, etc.): within two trading days after the Shenzhen Branch declares the identity information of its individual and its close relatives (including (I) the new directors and supervisors at the general meeting of shareholders (or the major spouse of the employee representative, parents, children, brothers and sisters, etc.); (including but not limited to name, position, ID number, securities account, time away from office, etc.):
（2） The new senior managers shall pass their duties on the board of directors
Within two trading days after the; (I) when the directors, supervisors and senior managers of the newly listed company apply for initial stock registration;
(III) the current directors, supervisors and senior managers have declared
Within two trading days after the change of personal information; (II) the appointment of new directors and supervisors is approved at the general meeting of shareholders (or employee congress), and the appointment of new senior managers is approved within two trading days after (IV) the appointment of current directors, supervisors and senior managers is approved by the board of directors after leaving office;
Within trading days;
(III) the current directors, supervisors and senior managers have (V) other time required by Shenzhen Stock Exchange. Within two trading days after the change of the declared personal information; The above declaration data shall be deemed as the current status of the company's directors, supervisors and senior managers (IV)
