Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022002 Guangzhou Jinyi Media Corporation(002905)
Announcement of resolutions of the 11th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 11th meeting of the 4th board of directors Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as "the company") was held at 10:30 a.m. on April 13, 2022 in Guangzhou Jinyi Media Corporation(002905) conference room, 4th floor, No. 8, Huacheng Road, Tianhe District, Guangzhou in the form of on-site meeting and communication voting. The notice of the meeting shall be sent to all directors, supervisors and senior managers in writing, e-mail, fax or telephone on April 2, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was convened and presided over by Mr. Li Xiaowen, chairman of the company. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice, convening and convening of this meeting comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
After careful deliberation and voting by the directors present, the following proposals were considered and adopted at the meeting:
1. The proposal on the work report of the board of directors in 2021 was considered and adopted.
The board of directors agreed that the report truly and objectively reflected the work of the board of directors of the company in 2021 and the implementation of the resolutions of the general meeting of shareholders.
Independent directors Mr. Li Zhongfei, Mr. Luo danglun and Ms. Wang Lu have submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders respectively.
[for details, please refer to cninfo.com.cn on April 15, 2022.) Section III "management discussion and analysis", Section IV "corporate governance" of the full text of the 2021 annual report disclosed on the and the independent director's work report of the three independent directors.]
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the company's 2021 annual general manager's work report was deliberated and adopted.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted.
The board of directors of the company unanimously believes that the full text of the 2021 annual report and its abstract of the company comply with the provisions of relevant laws and administrative regulations, and the contents of the report truly, accurately and completely reflect the operation of the company in 2021, without false records, misleading statements or major omissions.
[for details, please refer to cninfo.com.cn on April 15, 2022.) The full text of the 2021 annual report disclosed on and published on the same day in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) Abstract of 2021 annual report (Announcement No.: 2022004)]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company's 2021 annual financial statement report was deliberated and adopted.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company's 2021 self evaluation report on internal control was deliberated and adopted. Independent directors have expressed their independent opinions on this proposal.
[for details, please refer to cninfo.com.cn on April 15, 2022.) Self evaluation report on internal control in 2021 and prior approval and independent opinions of Guangzhou Jinyi Media Corporation(002905) independent directors on matters related to the 11th meeting of the Fourth Board of directors disclosed at the meeting.]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
6. The proposal on the company's profit distribution plan for 2021 was reviewed and approved.
According to the standard unqualified 2021 audit report issued by ShineWing Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 was -35594938235 yuan, and the consolidated undistributed profit of the company was -57208931668 yuan as of December 31, 2021.
In order to ensure the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the board of directors of the company put forward the profit distribution plan for 2021 as follows: no cash dividend, no bonus shares and no capital reserve converted into share capital in 2021.
Independent directors have expressed their independent opinions on this proposal.
[for details, please refer to China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 15, 2022 Announcement on no profit distribution in 2021 (Announcement No.: 2022005) and cninfo (www.cn. Info. Com. CN.) Prior approval and independent opinions of Guangzhou Jinyi Media Corporation(002905) independent directors on matters related to the 11th meeting of the 4th board of directors disclosed at the meeting.]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the special instructions on the occupation of non operating funds and other related capital transactions was deliberated and adopted.
The board of directors of the company unanimously agreed that in 2021, the company did not occupy the company's funds in violation of regulations by the controlling shareholders and other related parties, nor did it provide the funds directly or indirectly to the controlling shareholders and other related parties for use.
Independent directors have expressed their independent opinions on this proposal.
[for details, please refer to cninfo.com.cn on April 15, 2022.) The special instructions on the occupation of non operating funds and other related capital transactions in 2021 and the special instructions and independent opinions of Guangzhou Jinyi Media Corporation(002905) independent directors on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company disclosed on the.
Related directors Li Xiaodong, Li Xiaowen, Yi Hai, Xu binbiao, Yang Weijie and Huang ruining avoided voting.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
8. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted.
With the prior approval of independent directors and careful consideration of non affiliated directors, the board of directors of the company agreed that the company's daily connected transactions in 2022 followed the market-oriented pricing principle and the decision-making procedures were fair. In order to improve the decision-making efficiency of the company, it agreed to the prediction of daily connected transactions in 2022 applied by the company.
The independent directors have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
[for details, please refer to China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 15, 2022 The announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022006) on the website and on the designated information disclosure media cninfo.com (www.cn. Info. Com. CN) on the same day Prior approval and independent opinions of Guangzhou Jinyi Media Corporation(002905) independent directors on matters related to the 11th meeting of the 4th board of directors disclosed at the meeting.]
Related directors Li Xiaodong, Li Xiaowen, Yi Hai, Xu binbiao, Yang Weijie and Huang ruining avoided voting.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on the company's investment plan in 2022 was deliberated and adopted.
The 2022 annual investment plan submitted by the company was approved, and the board of directors of the company unanimously agreed:
1. In 2022, it is planned to invest in 15 new studios, with a planned investment of no more than 300 million yuan.
2. For the above investment matters, the general meeting of shareholders authorizes the board of directors to allocate the investment of each project according to the actual situation within the total amount not exceeding the above plan;
3. After obtaining the legal authorization of the general meeting of shareholders, the board of directors may authorize the management to implement it.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The above investment plan does not constitute the relevant commitments of the listed company for 2022. Whether it can be realized depends on the changes of market conditions, the efforts of the management team and other factors. There is great uncertainty. Please pay attention to the investment risks.
10. The proposal on the company's use of idle self owned funds for entrusted financial management was deliberated and adopted.
The board of directors approved the company to use idle self owned funds with a limit of no more than 300 million yuan for entrusted financial management. The resolution is valid from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. Within the validity period, the amount of entrusted financial management can be recycled and used.
The independent directors of the company expressed their independent opinions on the proposal.
[for details, please refer to cninfo.com.cn on April 15, 2022.) The prior approval and independent opinions of Guangzhou Jinyi Media Corporation(002905) independent directors on matters related to the 11th meeting of the 4th board of directors disclosed in the and published in China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Announcement on using idle self owned funds for entrusted financial management (Announcement No.: 2022007).]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on the company's application for comprehensive credit line from the bank was deliberated and adopted.
The board of directors approved the company to apply to the bank for a comprehensive credit line of RMB 1.8 billion. The resolution is valid from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the validity period, the comprehensive credit line can be recycled.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on applying for comprehensive credit line from banks (Announcement No.: 2022008) disclosed on the]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
12. The proposal on the renewal of the company's 2022 financial audit institution was deliberated and adopted.
The board of directors of the company agreed to renew the appointment of ShineWing Certified Public Accountants (special general partnership) as the company's auditor in 2022 for a period of one year. And authorize the company's management to sign relevant agreements with them and determine their remuneration according to industry standards and the actual situation of the company's audit work.
The independent directors have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
[for details, please refer to China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 The announcement on the renewal of the company's financial audit institution in 2022 (Announcement No.: 2022009) disclosed on the website and disclosed on the same day on http://www.cn.info.com.cn Prior approval and independent opinions of Guangzhou Jinyi Media Corporation(002905) independent directors on matters related to the 11th meeting of the 4th board of directors disclosed at the meeting.]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on the remuneration and allowances of directors of the company in 2021 was deliberated and adopted.
It is agreed that the directors of the company will receive remuneration and allowances according to the following standards in 2021:
1. Non independent directors who hold management positions in the company and / or any subsidiary receive corresponding remuneration according to their management positions, and do not receive director remuneration separately;
2. Non independent directors who do not hold specific management positions other than directors in the company and / or any subsidiary will not receive directors' remuneration in the company.
3. Independent Directors receive independent director's allowance according to the standards considered by the general meeting of shareholders at the time of appointment.
The independent directors of the company expressed their independent opinions with explicit consent.
[for details, please refer to cninfo.com.cn on April 15, 2022.) "Section iv-5-3, remuneration of directors, supervisors and senior managers" of the 2021 annual report and Guangzhou Jinyi Media Corporation(002905) independent directors' prior approval and independent opinions on relevant matters of the 11th meeting of the Fourth Board of directors disclosed at the meeting.]
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on the remuneration of senior managers of the company in 2021 was deliberated and adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
Related directors Li Xiaodong, Yi Hai and Xu binbiao avoided voting.
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