Group 1 - The company has reviewed the qualifications and work experience of candidates for the 12th Board of Directors, concluding that both non-independent and independent director candidates meet the necessary criteria [1][2] - Non-independent director candidates include Li Guiwen, Wu Yu, Ye Yun, Liu Xiaomei, and Guo Xianjun, all deemed qualified to fulfill their roles [1] - Independent director candidates include Liu Zhonghua, Liu Ying, and Li Guang, who also possess the required qualifications and experience [1][2] Group 2 - The nomination committee has agreed to propose the aforementioned candidates for the 12th Board of Directors to the company's board for review [2] - The committee's review is in accordance with relevant laws, regulations, and the company's articles of association [1] - The meeting was attended by committee members who signed off on the review [2]

Core Viewpoint - The company is undergoing a board restructuring, with the election of a new board of directors scheduled for July 30, 2025, which will consist of 9 members, including 5 non-independent directors and 3 independent directors [1][2]. Board Restructuring Summary - The new board will include 9 directors: 5 non-independent, 3 independent, and 1 employee representative [1]. - The controlling shareholder, Guangzhou Media Holdings Co., Ltd., and its affiliate, Guangzhou Dayang Industrial Investment Co., Ltd., have nominated candidates for the non-independent director positions [1]. - The independent director candidates have been nominated by the current board and must pass a review by the Shenzhen Stock Exchange before being presented to the shareholders [2]. Candidate Qualifications - All independent director candidates hold recognized qualifications and include professionals from accounting and law backgrounds [2][13]. - The independent director candidates are Liu Zhonghua, Liu Ying, and Li Guang, with Liu Zhonghua being a professional accountant [2][13]. - The non-independent director candidates include Li Guiwen, Wu Yu, Ye Yun, Liu Xiaomei, and Guo Xianjun, all of whom have relevant experience in media and management [1][5][10]. Compliance and Governance - The board restructuring complies with the Company Law and the Shenzhen Stock Exchange regulations, ensuring that independent directors constitute at least one-third of the board [2]. - The current board has been recognized for its diligence and contributions to the company's development during its tenure [3].

General Principles - The company aims to standardize its operations, enhance the independence and effectiveness of the board of directors, and ensure efficient decision-making processes [1] - The rules are formulated based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the Shenzhen Stock Exchange listing rules [1] Board of Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [3] - The election and replacement of directors must follow a transparent and fair process, with a term of three years, and independent directors cannot serve more than six consecutive years [4][5] - Directors are required to submit written resignation reports and must continue to fulfill their duties until a replacement is appointed [5] Responsibilities and Duties - Directors must act in the best interests of the company and its shareholders, avoiding conflicts of interest and ensuring compliance with laws and regulations [9][10] - Directors are obligated to maintain confidentiality regarding company secrets even after their term ends [5][10] - The board of directors is responsible for making key operational decisions, including business plans, profit distribution, and major investments [15] Committees - The board establishes specialized committees, such as the audit committee and the remuneration committee, to oversee specific areas of governance [21][22] - The audit committee is tasked with reviewing financial information and supervising internal controls, while the remuneration committee handles the evaluation and compensation of directors and senior management [22][24] Meetings and Decision-Making - The board must hold at least two meetings annually, with proper notice given to all directors [25] - Decisions require a majority vote from attending directors, and directors with conflicts of interest must abstain from voting on related matters [25][34] - The board is encouraged to consider the opinions of all directors and must document dissenting opinions in meeting records [34][35]

Core Points - The company aims to establish a modern corporate system to protect the rights and interests of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets [3][4] - The company operates under the guidelines of various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [3][4] - The company was established in 1992 and has undergone several name changes and restructuring processes [4][5] Chapter Summaries Chapter 1: General Principles - The company is committed to maintaining the legal rights of its stakeholders and adhering to relevant laws and regulations [3][4] Chapter 2: Business Objectives and Scope - The company's business objectives include improving operational mechanisms, enhancing management and technical capabilities, and expanding market reach [7][8] Chapter 3: Shares - The company issues shares in the form of stocks, with a total share capital of 1,161,058,174 shares, each with a par value of 1.0 RMB [9][10] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, participate in meetings, and supervise company operations [14][15] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [19] Chapter 5: Board of Directors - The board of directors is responsible for the overall management and decision-making of the company [20][21] Chapter 6: General Manager and Other Senior Management - The company has provisions for appointing a general manager and other senior management personnel [6] Chapter 7: Party Building - The company establishes a party organization to ensure the political core role of the party within the corporate governance structure [7] Chapter 8: Finance, Accounting, and Auditing - The company adheres to financial accounting systems and internal auditing practices [8] Chapter 9: Notifications, Announcements, and Investor Relations Management - The company is required to manage investor relations and provide timely notifications and announcements [9] Chapter 10: Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - The company outlines procedures for mergers, divisions, and capital adjustments [10] Chapter 11: Amendments to the Articles of Association - The company can amend its articles of association as needed, subject to shareholder approval [11] Chapter 12: Supplementary Provisions - The company operates under supplementary provisions that align with its operational practices and legal requirements [12]

General Principles - The rules are established to regulate the organization and procedures of the company's shareholders' meetings based on relevant laws and regulations [3][4][5] - The rules are binding on all shareholders and attendees of the shareholders' meetings [4] Shareholder Rights and Obligations - Shareholders have equal rights and obligations based on their shareholdings, including the right to dividends, voting, and supervision of company operations [4][5][6] - Shareholders can request to review company documents and participate in significant company decisions [5][6][7] - Shareholders must comply with laws and the company's articles of association, and they cannot misuse their rights to harm the company or other shareholders [7][8] Shareholder Meeting Structure - The shareholders' meeting is the highest authority of the company, where shareholders exercise their rights [9][10] - The meeting can be annual or temporary, with specific conditions under which a temporary meeting must be convened [11][12] - The board of directors is responsible for convening the shareholders' meeting, and independent directors can also propose meetings [12][13] Meeting Procedures - The meeting must be announced at least 15 days in advance, detailing the agenda and voting procedures [29][30] - Shareholders can attend in person or by proxy, and the voting process must be clearly outlined [19][30] - The meeting must maintain order, and the chairperson is responsible for managing the proceedings [31][32] Voting and Resolutions - Each proposal must be voted on individually, and shareholders must be informed of the voting results [32][34] - Related party transactions require special attention, and related shareholders must abstain from voting [34][35] - The resolutions passed at the meeting must be disclosed, especially those affecting minority shareholders [34][35]

证券日报网讯7月31日，粤传媒（002181）发布公告称，公司将于2025年8月15日召开2025年第一次临时 股东大会。本次股东大会将审议《关于修订〈公司章程〉的议案》等多项议案。 ...

证券日报网讯 7月31日，粤传媒发布公告称，公司于2025年7月30日召开第十一届董事会第三十四次会 议，审议通过了《关于公司董事会换届选举非独立董事的议案》《关于公司董事会换届选举独立董事的 议案》，董事会同意公司控股股东广州传媒控股有限公司（占公司总股本的47.64%）与其一致行动人 广州大洋实业投资有限公司（占公司总股本的18.21%）联合提名的李桂文先生、吴宇女士、叶韵女 士、刘晓梅女士、郭献军先生为公司第十二届董事会非独立董事候选人；董事会同意提名刘中华先生、 刘瑛女士、李光女士为公司第十二届董事会独立董事候选人。 （文章来源：证券日报） ...

证券日报网讯 7月31日，粤传媒发布公告称，公司第十一届董事会第三十四次会议审议通过了《关于修 订〈公司章程〉的议案》等多项议案。 （文章来源：证券日报） ...

证券之星消息，7月31日出版板块较上一交易日下跌1.28%，粤 传 媒领跌。当日上证指数报收于 3573.21，下跌1.18%。深证成指报收于11009.77，下跌1.73%。出版板块个股涨跌见下表： | 代码 | 名称 | 主力净流入(元) | 主力净占比 游资净流入 (元) | | 游资净占比 散户净流入 (元) | | 散户净占比 | | --- | --- | --- | --- | --- | --- | --- | --- | | 300654 | 世纪天鸿 | 2539.13万 | 5.59% | 649.17万 | 1.43% | -3188.30万 | -7.02% | | 301052 果麦文化 | | 1919.62万 | 5.87% | -914.18万 | -2.79% | -1005.44万 | -3.07% | | 601928 凤凰传媒 | | 1530.55万 | 11.52% | -214.95万 | -1.62% | -1315.59万 | -9.90% | | 601098 | 中南传媒 | 860.37万 | 6.74% | 784.98万 | 6.15% | -16 ...

Group 1 - The company announced that its 11th Board of Directors' 34th meeting was held via communication on July 30, 2025 [2] - The meeting reviewed the proposal regarding the election of independent directors for the board [2]