Securities code: Guangzhou Jinyi Media Corporation(002905) securities abbreviation: Guangzhou Jinyi Media Corporation(002905) Announcement No.: 2022013
Guangzhou Jinyi Media Corporation(002905)
Amendment to the rules of procedure of the board of supervisors
To further standardize the board of supervisors of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”)
To promote the supervisors and the board of supervisors to effectively perform their supervisory duties and improve the legal person system of the company
The governance structure is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and Shenzhen securities
Stock listing rules of Shenzhen Stock Exchange (revised in 2022) and self regulatory guidelines for listed companies of Shenzhen Stock Exchange
No. 1 – standardized operation of listed companies on the main board, guidelines for the articles of association of listed companies and other laws, regulations and norms
According to the provisions of the documents and the articles of association, the company held the fourth session of the board of supervisors on April 13, 2022
At the 11th meeting, the proposal on Amending the rules of procedure of the board of supervisors was considered and adopted, which is hereby combined with the company
According to the actual situation of Guangzhou Jinyi Media Corporation(002905) board of supervisors, it is proposed to revise the current rules of procedure of Guangzhou Jinyi Media Corporation(002905) board of supervisors
Hereinafter referred to as the rules of procedure of the board of supervisors), the specific amendments are as follows:
Serial number before revision after revision
Article 1 in order to improve the governance structure of Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. (hereinafter referred to as the “company”), ensure the governance structure of the board of supervisors in accordance with the law (hereinafter referred to as the “company”), ensure that the board of supervisors exercises its supervision power independently in accordance with the company law of the people’s Republic of China and independently exercise its supervision power in accordance with the company law, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities administration of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the securities law of the Republic of listed companies (hereinafter referred to as the “Securities Law”), the Shanghai principles and the corporate governance standards of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Listing Rules”), stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “Stock Listing Rules”), and other relevant laws and administrative regulations (hereinafter referred to as “Stock Listing Rules” and “rule 1 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange”) The number of securities regulatory authority – the provisions of relevant laws, administrative regulations and securities articles of Association (hereinafter referred to as the “articles of association”) such as the standardized operation of listed companies on the main board (hereinafter referred to as “the rules of regulation and the guidance on Guangzhou Jinyi Media Corporation(002905) standard operation”), These rules of procedure (hereinafter referred to as the “articles of association of the company” (hereinafter referred to as the “articles of association”) are formulated in accordance with the rules of the regulatory authority and the Guangzhou Guangzhou Jinyi Media Corporation(002905) Media Co., Ltd. in combination with the actual situation of the company. These rules of procedure (hereinafter referred to as “these rules”) are formulated in combination with the actual situation of the company.
Article 4 the board of supervisors is the supervisory organ of the company and is responsible for the shareholders’ meeting. It exercises the following functions and powers:
2 (I) review the company’s periodic report prepared by the board of directors (I) review the company’s periodic report prepared by the board of directors and put forward written review opinions; Put forward written audit opinions, and the supervisor shall sign a written confirmation to (2) inspect the company’s finance; See;
（3） (2) to inspect the financial affairs of the company when the directors and senior managers perform their duties;
For the purpose of supervision, propose to supervise the directors and senior managers who violate laws, administrative regulations and the articles of Association (3) on the performance of the duties of the directors and senior managers of the company or the resolutions of the general meeting of shareholders, and propose to remove the directors and senior managers who violate laws, administrative regulations and the articles of Association; Or the directors and senior managers who make resolutions at the general meeting of shareholders put forward (4) suggestions on the removal of the directors and senior managers whose acts damage the company;
Require directors and senior managers to correct when interests arise; （4） (V) propose to convene an extraordinary general meeting of shareholders when the acts of directors and senior managers damage the company, and require directors and senior managers to correct when the board of directors fails to perform its interests; (5) to convene and preside over an extraordinary general meeting of shareholders when the board of directors fails to perform its duties; To convene and preside over the general meeting of shareholders (6) to put forward proposals to the general meeting of shareholders; meeting;
（7） (6) to submit proposals to the general meeting of shareholders in accordance with Article 152 of the company law;
Bring a lawsuit against directors and senior managers; （7） In accordance with the provisions of Article 152 of the company law, (8) investigation may be conducted in case of abnormal operation of the company; Bring a lawsuit against directors and senior managers;
If necessary, an accounting firm or a law firm may be hired (8) to investigate the abnormal operation of the company; And other professional institutions to assist their work, and the expenses shall be borne by the company. When necessary, accounting firms and law firms can be hired, and the board of supervisors can issue opinions on the accounting firms hired by the company and other professional institutions to assist them in their work, and the expenses shall be borne by the company. When necessary, the board of supervisors may entrust another accountant in the name of the company. The board of supervisors may issue a statement on the accounting firm employed by the company to independently examine the company’s finance, may directly submit a verification to the State Council, and may entrust another accounting certificate supervision and administration agency and other relevant departments to report the situation in the name of the company when necessary.
The firm independently examines the company’s finance, can directly attend the meeting of the board of directors to the securities supervisor of the State Council, and report to the securities supervision and administration authority and other relevant departments on the matters resolved by the board of directors. Make inquiries or suggestions. The supervisors shall attend the meetings of the board of directors as nonvoting delegates and propose the resolutions of the board of directors. When the board of supervisors deems it necessary, they may also raise questions or suggestions on the matters considered by the general meeting of shareholders.
Issue opinions on the proposal and submit an independent report. When the board of supervisors deems it necessary, it may also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
Article 21 the resolution of the board of supervisors shall be adopted by one-third of the company. Article 21 the resolution of the board of supervisors shall be voted by more than half of the supervisors and more than two supervisors. adopt
three
If the supervisor has different opinions on the resolution or report in principle, it shall be explained in the resolution or report if the supervisor has different opinions on the resolution or report in principle. State in the resolution or report.
Article 22 the meeting of the board of supervisors shall be recorded, and the meeting attended by the board of supervisors shall be recorded. The supervisors and recorder of the meeting minutes shall sign on the meeting minutes. The supervisor shall be true, accurate and complete, and fully reflect the opinions of the participants on the four matters that they have the right to require on the minutes of their speeches at the meeting on the matters under consideration, and the supervisors attending the meeting shall make some explanatory records. The recorder shall sign the minutes of the meeting. The supervisor has the right to require some explanatory record of his speech at the meeting on the record.
Except for the above amendments, other provisions of the rules of procedure of the board of supervisors remain unchanged.
This amendment still needs to be considered by the general meeting of shareholders.
Guangzhou Jinyi Media Corporation(002905) board of supervisors April 13, 2022
