Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022021 Guangzhou Jinyi Media Corporation(002905)
Notice on convening the 2021 annual general meeting of shareholders
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.
Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders at the 11th meeting of the 4th board of directors, and now the relevant matters of the general meeting of shareholders are notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: 2021 annual general meeting of shareholders
(II) convener: the board of directors of the company
(III) legality and compliance of the meeting: after deliberation and approval at the 11th meeting of the 4th board of directors, the company decided to convene the 2021 annual general meeting of shareholders. The convening of this general meeting of shareholders complies with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting
1. On site meeting time: 14:30 PM, Tuesday, May 17, 2022
2. Online voting time: May 17, 2022
(1) The specific time of online voting through the trading system of Shenzhen stock exchange is 09:15 to 09:25, 09:30 to 11:30 and 13:00 to 15:00 on May 17, 2022;
(2) The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on May 17, 2022.
(V) convening method of the meeting: the shareholders’ meeting adopts the combination of on-site voting and online voting. 1. On site voting: if the shareholder attends the on-site meeting in person or entrusts an agent in writing to attend the on-site meeting, the agent entrusted by the shareholder need not be the shareholder of the company;
2. Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time.
In this shareholders’ meeting, shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting for the same voting right, the first valid voting result shall prevail. Online voting includes two voting methods: the trading system of Shenzhen Stock Exchange and the Internet voting system. Only one of them can be selected for the same voting right.
(VI) equity registration date: Wednesday, May 11, 2022
(VII) attendees:
1. Ordinary shareholders holding shares of the company or their agents on the equity registration date;
At the closing of 15:00 p.m. on May 11, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company. (see Annex II for the sample of power of attorney).
2. Directors, supervisors and senior managers of the company;
3. Witness lawyers and other relevant personnel employed by the company;
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) venue of on-site meeting: Guangzhou Jinyi Media Corporation(002905) large conference room, 4th floor, Leidun Sunshine Building, No. 8, Huacheng Road, Tianhe District, Guangzhou, Guangdong Province.
2、 Matters considered at the meeting
(I) deliberation of proposals
remarks
Proposal code proposal name the column that is checked can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 discussion on the work report of the board of directors in 2021 √
Case
2.00 √ on the full text and summary of the company’s annual report 2021
Proposal
3.00 proposal on the company’s financial statement report in 2021 √
4.00 proposal on the company’s profit distribution plan for 2021 √
5.00 proposal on the company’s investment plan in 2022 √
6.00 √ on the company’s use of idle self owned funds for entrusted financial management
Proposal
7.00 proposal on the company’s application for comprehensive credit line from the bank √
8.00 discussion on the renewal of the company’s 2022 financial audit institution √
Case
9.00 proposal on Directors’ remuneration and allowances in 2021 √
10.00 proposal on Amending the articles of association √
11.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
12.00 proposal on Amending the rules of procedure of the board of directors √
13.00 amendment of the √ articles of association held by directors, supervisors and senior managers
Proposal on the company’s share and its change management system
14.00 proposal on Amending the working rules of independent directors √
15.00 proposal on Amending the decision making system for connected transactions √
16.00 proposal on Amending the management system for the use of raised funds √
17.00 proposal on Amending the information disclosure system √
18.00 discussion on the work report of the board of supervisors in 2021 √
Case
19.00 proposal on the remuneration of supervisors of the company in 2021 √
20.00 proposal on Amending the rules of procedure of the board of supervisors √
(II) special emphasis
The above proposals 10, 11, 12 and 20 are special resolutions, which shall be valid only after more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. Other proposals are ordinary resolutions, which shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The above proposals 4, 6, 10, 9, 10 and 19 are major issues that affect the interests of small and medium-sized investors. The company will count the votes of small and medium-sized investors separately and disclose them in a timely manner. Small and medium-sized investors refer to shareholders other than the following shareholders: ① directors, supervisors and senior managers of listed companies; ② Shareholders who individually or jointly hold more than 5% of the shares of the listed company.
The independent directors of the company submitted the 2021 annual report of independent directors to the board of directors and will make a report at the annual general meeting of shareholders.
(III) disclosure
The above-mentioned relevant proposals have been deliberated and adopted at the 11th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors of the company. The independent directors have expressed independent opinions on relevant matters. For details, see the company in the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Relevant announcements of disclosure.
3、 Registration Measures for shareholders attending on-site meetings
(I) registration time: May 13, 2022, May 16, 2022 (09:30-13:00, 14:00-18:30).
(II) registration method:
1. Registration materials
(1) Registration of natural person shareholders: natural person shareholders must register with their valid ID card and shareholding certificate; If an agent is entrusted to attend the meeting, it shall register with a copy of the principal’s valid ID card, power of attorney, shareholding certificate and the agent’s valid ID card.
(2) Registration of legal person shareholders: if legal person shareholders are represented at the meeting by legal representative, they need to register with a copy of business license (with official seal), certificate of legal representative (with official seal), ID card of legal representative and shareholding certificate; If the entrusted agent attends the meeting, it is required to register with a copy of the business license (stamped with the official seal), a power of attorney (stamped with the official seal), a shareholding certificate and the agent’s ID card.
(3) Registration of margin trading shareholders: in accordance with the measures for the administration of margin trading business of securities companies and the detailed rules for the implementation of margin trading registration and settlement business of China Securities Depository and Clearing Co., Ltd., the shares of the company involved in investors’ participation in margin trading business shall be entrusted by the securities company and registered in the register of shareholders of the company in the name of the securities company. The voting rights of relevant stocks shall be exercised by the entrusted securities company in the name of the securities company for the interests of investors under the condition of seeking the opinions of investors in advance. If investors involved in margin trading need to attend the general meeting of shareholders, they need to provide their own ID card, written power of attorney issued by the legal representative of the entrusted securities company according to law, and copies of relevant shareholder account cards of the entrusted securities company to go through the registration procedures.
(4) If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. Notarized power of attorney or other authorization documents shall be submitted together with the power of attorney of voting agent (see Annex II).
2. Shareholders attending the meeting are invited to register by e-mail
(1) Non local shareholders can register by e-mail, and the company does not accept telephone registration.
(2) The email must be delivered to the company’s mailbox before 17:00 on May 16, 2022.
(3) Email contact information
Contact: Xu binbiao, Peng Lina
mail box: [email protected]. (please indicate ” Guangzhou Jinyi Media Corporation(002905) : 2021 annual general meeting of shareholders”) 3 All shareholders who intend to attend the meeting shall carefully fill in the registration form of shareholders’ participation (see Annex III). When making the above registration, they shall submit it together with other materials for registration confirmation.
4. On the day of the meeting, shareholders and shareholders’ agents attending the meeting shall bring the original of the above registration materials to the meeting half an hour before the meeting for inspection and confirmation.
(III) other matters
1. The meeting will last for half a day, and the accommodation and transportation expenses of the participants will be borne by themselves.
2. Conference consultation: Securities Department of the company
Contact: Xu binbiao, Peng Lina
mail box: [email protected].
5、 Specific operation process of participating in online voting
Shareholders of this shareholders’ meeting can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (website) http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Documents for future reference
1. Resolution of the 11th meeting of Guangzhou Jinyi Media Corporation(002905) the 4th board of directors; 2. Resolution of the 11th meeting of Guangzhou Jinyi Media Corporation(002905) the 4th board of supervisors. It is hereby announced. Annex 1: specific operation process of online voting Annex 2: power of attorney Annex 3: registration form of shareholders participating in 2021 annual general meeting of shareholders
Guangzhou Jinyi Media Corporation(002905) board of directors April 15, 2022 Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares:
Voting code: “362905”, voting abbreviation: “Jinyi voting”.
2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
There is no cumulative voting proposal at this meeting.
3. If shareholders vote on the general proposal, it shall be deemed that they have the same opinion on all matters considered at the general meeting of shareholders
