第五届董事会第十二次会议决议公告 证券代码：002905 证券简称：金逸影视 公告编号：2025-039 广州金逸影视传媒股份有限公司 第五届董事会第十二次会议决议公告 本公司及董事会全体人员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 广州金逸影视传媒股份有限公司（以下简称"公司"）第五届董事会第十二次 会议于 2025 年 7 月 16 日下午 15:10 在广州市天河区天河北路 468 号嘉逸国际 酒店七楼 M6 会议室以现场会议及通讯表决相结合的方式召开。会议通知以书 面、邮件、传真或电话方式于 2025 年 7 月 11 日向全体董事、高级管理人员发 出。本次会议应出席董事 9 名，实际出席董事 9 名。本次会议由公司董事长李晓 文先生召集与主持。公司高级管理人员列席了会议。本次会议的通知、召集和召 开符合《公司法》《公司章程》《董事会议事规则》的有关规定。 二、董事会会议审议情况 经与会董事认真审议与表决，会议审议通过了以下议案： 表决结果：同意 9 票；反对 0 票；弃权 0 票。 三、备查文件 第五届董事会第十二次会议决议公告 1.《广州 ...

[Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E8%AE%A1%E6%83%85%E5%86%B5) The company forecasts a significant turnaround to profitability for the first half of 2025, with net profit attributable to shareholders projected between 28 million and 36 million yuan [Performance Forecast Period](index=1&type=section&id=%EF%BC%88%E4%B8%80%EF%BC%89%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%9C%9F%E9%97%B4) This performance forecast covers the period from January 1, 2025, to June 30, 2025 - The performance forecast period is from January 1, 2025, to June 30, 2025[3](index=3&type=chunk) [Performance Forecast Details](index=1&type=section&id=%EF%BC%88%E4%BA%8C%EF%BC%89%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company anticipates a turnaround to profitability for the first half of 2025, with net profit attributable to shareholders projected between 28 million and 36 million yuan, a significant improvement from the prior year's loss - The company expects to achieve a **turnaround to profitability** in the current reporting period[3](index=3&type=chunk) Key Financial Indicators for H1 2025 Performance Forecast | Item | Current Period (Estimated) | Prior Year Same Period (Actual) | | :--- | :--- | :--- | | Net Profit Attributable to Shareholders (million yuan) | Profit: 28 - 36 | Loss: 69.28 | | Net Profit After Non-Recurring Gains/Losses (million yuan) | Profit: 5.6 - 7.2 | Loss: 98.83 | | Basic Earnings Per Share (yuan/share) | Profit: 0.07 - 0.10 | Loss: 0.18 | [Communication with Accounting Firm](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8E%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%B2%9F%E9%80%9A%E6%83%85%E5%86%B5) This performance forecast has not been pre-audited by a certified public accountant - This performance forecast has not been pre-audited by a certified public accountant[4](index=4&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=%E4%B8%89%E3%80%81%E4%B8%9A%E7%BB%A9%E5%8F%98%E5%8A%A8%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) Performance improvement is primarily attributed to the overall recovery of the film market in H1 2025, strong Spring Festival box office, increased revenue and attendance at company-owned cinemas, and successful co-produced films - The overall film market recovered in H1 2025, with national box office reaching **29.23 billion yuan**, a **22.91% year-over-year increase**, and attendance reaching **641 million**, up **16.89%**[6](index=6&type=chunk) - The Spring Festival holiday period (January 28 – February 4) set a historical record with **9.51 billion yuan** in total box office and **187 million** attendees, though the Qingming and May Day holidays did not maintain this momentum[5](index=5&type=chunk)[6](index=6&type=chunk) - Domestic films accounted for **91.2%** of the box office, with *Nezha: The Devil Child Comes into the World* earning **15.45 billion yuan**, representing **52.84%** of the total, ranking fifth globally in film history[6](index=6&type=chunk) Company-Owned Cinema Operating Data for H1 2025 | Metric | Current Period | Year-over-Year Growth | | :--- | :--- | :--- | | Company-Owned Cinema Box Office (incl. service fees) (million yuan) | 575 | 12.73% | | Attendance (million people) | 11.61 | 0.97% | | Per-Cinema Box Office (incl. service fees) (million yuan) | 3.68 | 22.12% | - The company's wholly-owned subsidiary, Beijing Jinyi Jiayi Film Distribution Co., Ltd., co-produced the Spring Festival film *Detective Chinatown 1900*, which achieved a box office of **3.61 billion yuan** (including service fees)[6](index=6&type=chunk) [Other Relevant Information](index=2&type=section&id=%E5%9B%9B%E3%80%81%E5%85%B6%E4%BB%96%E7%9B%B8%E5%85%B3%E8%AF%B4%E6%98%8E) This performance forecast is a preliminary estimate by the company's finance department, unaudited, with final data subject to the official semi-annual report, and investors are advised to note investment risks - This performance forecast is a preliminary estimate by the company's finance department and has not been pre-audited by an auditing firm[7](index=7&type=chunk) - The final details will be subject to the company's officially disclosed 2025 semi-annual report, and investors are advised to note investment risks[7](index=7&type=chunk) [Documents for Reference](index=2&type=section&id=%E4%BA%94%E3%80%81%E5%A4%87%E6%9F%A5%E6%96%87%E4%BB%B6) The document for reference is the 'Guangzhou Jinyi Cinema Line Co., Ltd. Board of Directors' Explanation on the 2025 Semi-Annual Performance Forecast' - The document for reference is the 'Guangzhou Jinyi Cinema Line Co., Ltd. Board of Directors' Explanation on the 2025 Semi-Annual Performance Forecast'[8](index=8&type=chunk)

Core Viewpoint - The company, Jin Yi Film (002905), expects a significant turnaround in its financial performance for the first half of 2025, projecting a net profit of 28 million to 36 million yuan, compared to a loss of approximately 69.28 million yuan in the same period last year [1] Financial Performance Summary - The projected net profit for the first half of 2025 is between 28 million yuan and 36 million yuan, a notable improvement from the previous year's loss of 69.28 million yuan [1] - The net profit after excluding non-recurring gains and losses is expected to be between 5.6 million and 7.2 million yuan, compared to a loss of approximately 98.83 million yuan in the same period last year [1] - The basic earnings per share are projected to be between 0.07 yuan and 0.1 yuan, a recovery from a loss of 0.18 yuan per share in the same period last year [1] Industry Insights - The primary reason for the performance improvement is attributed to the growth in box office revenue and the increase in audience attendance during the first half of 2025 [1]

Group 1 - The company held its 11th meeting of the 5th Supervisory Board on June 27, 2025, via telecommunication, with all three supervisors present [1] - The meeting approved a proposal to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, and relevant governance documents will be revised accordingly [2][3] - The supervisors, including Mr. Wen Quan, Mr. Qiu Xiaodong, and Ms. Chen Biyun, will have their positions naturally terminated due to the governance structure adjustment, with Mr. Wen no longer holding any position in the company [2][3] Group 2 - The company expressed gratitude for the contributions made by the departing supervisors during their tenure [3] - The proposal to amend the Articles of Association and related governance documents will be submitted for review at the company's first extraordinary shareholders' meeting in 2025 [3]

Core Points - The company, Guangzhou Jinyi Film and Television Media Co., Ltd., has revised its Articles of Association to align with current laws and regulations [1][2][3] - The revisions include clarifications on the roles and responsibilities of the legal representative and the board of directors [2][3] - The company aims to enhance governance and protect the rights of shareholders and creditors through these amendments [1][2] Summary by Sections - **Company Governance**: The revised Articles of Association establish clear guidelines for the company's organizational structure and operational behavior, ensuring compliance with the Company Law and Securities Law [1][2] - **Legal Representative**: The chairman of the board serves as the legal representative, and any resignation from this position must be addressed within 30 days [2][3] - **Shareholder Rights**: Shareholders can initiate lawsuits against the company’s directors, supervisors, and senior management, reinforcing accountability [3][5] - **Capital Management**: The company can increase capital through various methods, including public offerings and private placements, subject to shareholder approval [7][9] - **Share Repurchase Conditions**: The company may repurchase its shares under specific circumstances, such as capital reduction or mergers, with strict adherence to legal requirements [9][10] - **Shareholder Obligations**: Shareholders are required to uphold their financial commitments and cannot withdraw their investments except as permitted by law [19][22] - **Control Mechanisms**: The company has established mechanisms to prevent the controlling shareholder from misusing their position, including a "freeze and occupy" policy for shares in case of asset misappropriation [20][23][26]

Group 1 - The company has revised its Articles of Association and related governance systems, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors [1][2] - The revisions are based on the latest regulations from the China Securities Regulatory Commission and aim to align the company's governance with current legal requirements [1][2] - The company will submit the revised Articles of Association to the first extraordinary general meeting of shareholders in 2025 for approval [2][3] Group 2 - The company has updated several internal governance systems to ensure compliance with the latest laws and regulations, enhancing its operational mechanisms and governance standards [2][3] - The "Rules of Procedure for Shareholders' Meetings" has been renamed to "Rules of Procedure for General Meetings," and the "Management System for Changes in Shares Held by Directors, Supervisors, and Senior Management" has been renamed to "Management System for Changes in Shares Held by Directors and Senior Management" [3] - The revised internal governance systems will take effect upon approval by the shareholders' meeting [3]

Core Viewpoint - The company is revising its governance structure and independent director guidelines to enhance internal controls and protect minority shareholders' interests [1][2][3] Summary by Sections Governance Structure - The company aims to improve its corporate governance and board structure in accordance with relevant laws and regulations [1] - The revisions are intended to strengthen the constraints and incentives for internal directors and management [1] Independent Director Guidelines - The company is amending the "Independent Director Work Rules" to align with its actual situation and regulatory requirements [1] - Key changes include the qualifications and experience required for independent directors, emphasizing the need for at least five years of relevant work experience [1] Audit Committee Responsibilities - The audit committee is responsible for reviewing financial information and overseeing internal and external audits [2] - Specific responsibilities include approving financial reports, hiring or dismissing auditors, and evaluating internal controls [2][3] Meeting Protocols - The audit committee is required to meet at least quarterly, with provisions for additional meetings as necessary [3] - A quorum for meetings is defined as two-thirds of the committee members being present [3]

Core Viewpoint - The company, Guangzhou Jinyi Film and Television Media Co., Ltd., is revising its information disclosure management system to enhance the management of information disclosure, ensuring timely, truthful, accurate, and complete information to protect investors' rights [1][22]. Summary by Sections Information Disclosure Management - The company aims to strengthen the management of information disclosure and standardize its practices in accordance with relevant laws and regulations, including the Company Law and the Securities Law of the People's Republic of China [1][22]. - The revised management system will ensure that information is disclosed simultaneously to all investors and prohibits any advance disclosure to specific individuals or entities [2][3]. Responsibilities of Management - The board of directors and senior management are required to act diligently and faithfully in fulfilling their information disclosure obligations, ensuring that disclosed information is clear, concise, and free from misleading statements [3][4]. - The company must maintain confidentiality regarding insider information and prevent insider trading or market manipulation [3][4]. Disclosure Procedures - The company must follow strict approval procedures for information disclosure, including drafting by the board secretary and approval by the board of directors [8][9]. - Regular reports, including annual and interim reports, must be prepared and disclosed within specified timeframes, ensuring compliance with regulatory requirements [13][14][16]. Major Events Disclosure - The company is obligated to disclose significant events that may impact its operations or stock price, including changes in shareholding or control, legal proceedings, and other material events [20][21][22]. - The company must also disclose any major changes in the status of its controlling shareholders or actual controllers that could affect its operations [11][12]. Amendments and Final Approval - The proposed amendments to the information disclosure management system will require approval from the shareholders' meeting before implementation [22].

广州金逸影视传媒股份有限公司 Guangzhou Jinyi Media Corporation 第三章 选聘会计师事务所程序 第六条 下列机构或人员可以向公司董事会提出聘请会计师事务所的议案： (一)审计委员会； (二)过半数独立董事或1/3以上的董事； 会计师事务所选聘制度 第一章 总则 第七条 审计委员会负责选聘会计师事务所，并监督其审计工作开展情况。审计委 员会应当切实履行下列职责： 第一条 为规范广州金逸影视传媒股份有限公司(以下简称"公司")选聘(含续聘、 改聘,下同)会计师事务所的行为，切实维护股东利益，提高审计工作和财 务信息质量， 根据《中华人民共和国公司法》《中华人民共和国证券法》 《国有企业、上市公司选聘会计师事务所管理办法》等有关法律、法规、 规范性文件和《广州金逸影视传媒股份有限公司章程》(以下简称"《公司 章程》 ")的规定，结合公司实际，制定本制度。 广州金逸影视传媒股份有限公司 第二章会计师事务所执业质量要求 (一) 按照董事会的授权制定选聘会计师事务所的政策、流程及相关内部控 制制度； 第二条 公司选聘执行年报审计业务，并对财务会计报告、内部控制等发表审计意 见、出具审计报告 ...

Core Viewpoint - Guangzhou Jinyi Media Corporation has established a system for accountability regarding significant errors in annual report information disclosure to enhance the quality and transparency of financial reporting [4]. Group 1: Major Errors in Financial Reporting - Significant accounting errors in annual financial reports can affect users' judgments on financial status, operating results, and cash flows [2]. - Major discrepancies between performance forecasts and actual disclosures must be explained reasonably [2][6]. - The company must adhere to relevant accounting standards and internal control systems to ensure accurate financial reporting [4][5]. Group 2: Standards for Identifying Major Errors - Specific criteria for identifying significant accounting errors include discrepancies in assets, liabilities, net assets, revenue, and profit that exceed 5% or absolute amounts over 5 million [6]. - Major errors in financial information disclosures must be recognized if they involve guarantees or contingent matters exceeding 10% of the latest audited net assets [6][7]. - Performance forecasts must align with actual results, and any significant deviations must be justified [7]. Group 3: Accountability Procedures - The company will pursue accountability for significant errors in annual report disclosures, which includes direct and leadership responsibilities [8]. - Various forms of accountability may be applied, including reprimands, demotions, or legal actions depending on the severity of the error [8][9]. - The internal audit department is responsible for collecting materials related to accountability and proposing corrective measures [9].