Summary of Key Points Core Viewpoint The document outlines the management system for the changes in shares held by directors and senior management of Guangzhou Jinyi Media Corporation, emphasizing the regulations and restrictions on share trading to maintain market order and compliance with relevant laws. Group 1: General Provisions - The system is established to strengthen the management of shares held by directors and senior management, ensuring compliance with laws such as the Company Law and Securities Law [2][3] - This system applies to all shares registered in the names of directors and senior management, including those in margin trading accounts [2][3] Group 2: Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under specific circumstances, including within one year of the company's stock listing and within six months after leaving the company [2][3] - They must notify the board secretary in writing before trading shares, who will check for compliance with disclosure and significant matters [2][3] Group 3: Disclosure Requirements - A reduction plan must include details such as the number of shares to be reduced, the time frame, price range, and reasons for the reduction [3][4] - After completing a reduction plan, directors and senior management must report to the stock exchange within two trading days [3][4] Group 4: Insider Trading Regulations - Directors and senior management must ensure that individuals who may have insider information do not engage in trading activities [6][7] - They are also restricted from trading during sensitive periods, such as five days before quarterly reports or significant events [6][7] Group 5: Shareholding and Trading Limits - Directors and senior management can only transfer up to 25% of their total shares in a year through various trading methods [19] - If a director or senior management member holds fewer than 1,000 shares, they may transfer all shares without restriction [19] Group 6: Lock-up and Release Conditions - Shares held by directors and senior management are subject to lock-up conditions, with specific rules for the release of these shares [19][20] - Upon leaving the company, their shares will be locked for six months, after which they will be released [19][20]

Core Viewpoint - The company has established an internal review system for information release and responses to investors on the Interactive Easy platform, ensuring compliance with relevant laws and regulations while promoting transparent communication with investors [1][3]. Group 1: General Principles - The company aims to utilize the Interactive Easy platform to enhance investor relations and communication, adhering to principles of integrity and fairness [1][2]. - Information released or responses to investor inquiries must be based on facts, ensuring accuracy and completeness, and should not conflict with publicly disclosed information [1][3]. Group 2: Content Norms - The company is prohibited from using misleading or exaggerated language in responses and must avoid disclosing any undisclosed significant information [1][4]. - Responses to investor inquiries must be timely and comprehensive, treating all inquiries equally without selective disclosure [1][3]. Group 3: Internal Management - The Securities Department is responsible for managing inquiries on the Interactive Easy platform, including collecting questions, drafting responses, and obtaining necessary approvals before publication [3][4]. - The approval process for responses includes review by the Board Secretary, and in sensitive cases, may require the Chairman's approval [3][4]. Group 4: Compliance and Legal Framework - The company must not predict or promise stock prices or engage in market manipulation through information released on the platform [4][5]. - In case of significant public scrutiny or abnormal trading activity, the company is obligated to fulfill its information disclosure duties promptly [4][5].

Core Viewpoint - Guangzhou Jinyi Media Corporation has established a system for the deferral and exemption of information disclosure to ensure compliance with relevant laws and regulations while protecting investors' rights [5][9]. Group 1: General Provisions - The company aims to standardize the deferral and exemption of information disclosure to ensure that information disclosure obligations are fulfilled in accordance with laws and regulations [5]. - The system applies to the company and its information disclosure obligors, who must assess whether information should be deferred or exempted based on relevant regulations [6]. - The company has an obligation to protect state secrets and must not disclose sensitive information through any means [6][8]. Group 2: Scope of Deferral and Exemption - Information that may seriously harm the interests of the company or others can be deferred or exempted from disclosure [3]. - Business secrets can be exempted from disclosure by using aliases, summarizing, or omitting key information [4][6]. - If the reasons for deferral or exemption are no longer valid, the company must disclose the information promptly [7]. Group 3: Internal Review Procedures - The company must maintain a careful determination of deferral and exemption matters and prevent the misuse of these procedures [8]. - Relevant departments must submit applications for deferral or exemption to the board office, which will then be reviewed and confirmed by the board secretary [12]. - A record of deferred or exempted information must be maintained, including the type of documents and the internal review process [13]. Group 4: Accountability - The company has established a mechanism for accountability regarding the deferral and exemption of information disclosure, holding responsible parties accountable for any negative impacts caused by non-compliance [16].

Core Viewpoint - The company is revising its fundraising management system to enhance investor protection and ensure compliance with relevant laws and regulations. Group 1: Fundraising Management - The company aims to standardize the management and use of raised funds to maximize investor protection [1][2] - The revised management system will ensure that the actual use of raised funds aligns with the commitments made in the prospectus [3][4] - The company must disclose the actual use of raised funds accurately and completely, and engage an accounting firm for verification during annual audits [3][4] Group 2: Fundraising Usage Guidelines - The company must use raised funds prudently and ensure that they are not diverted for unauthorized purposes [3][4] - Any changes to the intended use of raised funds require approval from the shareholders' meeting [4][5] - The company is required to establish a special account for raised funds, which should not be used for non-fundraising purposes [7][8] Group 3: Oversight and Reporting - The board of directors is responsible for establishing internal controls for the management and use of raised funds, including approval processes and risk control measures [6][10] - The company must report the status of raised funds to the board and ensure compliance with disclosure obligations [10][11] - Any significant deviations from the planned use of funds must be reported, and adjustments to the fundraising plan should be disclosed [12][13] Group 4: Cash Management and Investment - The company may temporarily use idle raised funds for cash management, provided it does not affect the normal execution of fundraising projects [21][22] - Cash management products must be safe and liquid, with strict conditions on their use [21][22] - The company must disclose the details of cash management activities, including the reasons for idleness and the expected financial benefits [21][22] Group 5: Changes in Fundraising Projects - If a fundraising project is delayed or altered, the company must reassess its feasibility and disclose the reasons for any changes [11][12] - The company must obtain board approval for any changes in the implementation location of fundraising projects and disclose the impact of such changes [23][24] - Any use of surplus funds from completed projects must comply with established procedures and be disclosed accordingly [35][36]

Core Viewpoint - The internal audit system of Guangzhou Jinyi Media Corporation is established to enhance internal supervision and risk control, ensuring compliance with national laws and regulations while protecting the rights of all shareholders, including minority investors [2][3]. Internal Audit System Overview - The internal audit system is based on various laws and regulations, including the Company Law, Securities Law, and Audit Law, as well as the company's actual situation [2][3]. - The internal audit aims to supervise and evaluate the financial management, accounting, and operational activities of the company and its subsidiaries [4]. Audit Department Structure - An audit department is established under the board's audit committee, responsible for conducting internal audits independently [4][5]. - The audit department must have a stable personnel structure with necessary professional knowledge and experience [5]. Responsibilities of the Audit Department - The audit department is responsible for evaluating the completeness and effectiveness of internal control systems and auditing the legality and authenticity of financial data [5][6]. - It must report audit findings and issues to the audit committee and the board of directors regularly [5][6]. Audit Procedures - The audit process includes issuing audit notifications, forming audit teams, determining audit methods, and submitting audit reports [7][8]. - Audit decisions must be executed by the audited units, and any disputes can be formally raised within three days [8][9]. Internal Control Evaluation - The audit department is required to evaluate the effectiveness of internal controls annually and submit a self-evaluation report to the audit committee [10][11]. - The report must include a declaration of the board's responsibility for the report's authenticity and details on any identified internal control deficiencies [11]. Violations and Penalties - The audit department can propose penalties for units or individuals that obstruct audits or fail to provide necessary documentation [11]. - Auditors who violate laws or company policies may face administrative or economic penalties [11].

Core Viewpoint - The document outlines the work system for independent directors at Guangzhou Jinyi Media Corporation, emphasizing their role in the preparation and disclosure of the annual report, as well as their responsibilities in ensuring compliance with relevant regulations and protecting the interests of minority shareholders [2][4]. Group 1: Responsibilities of Independent Directors - Independent directors are required to actively participate in training organized by regulatory bodies regarding annual report requirements [2]. - They must listen to reports on the company's annual operations and significant matters, providing feedback and suggestions [3]. - Independent directors are responsible for reviewing the annual audit arrangements and related materials before the audit begins [3][6]. Group 2: Communication and Reporting - The management must report the company's operational status and significant financing activities to independent directors within 15 days after the end of each fiscal year [3]. - Independent directors should meet with the annual audit accountants to discuss the audit plan and any issues discovered during the audit process [6][7]. - They are required to prepare and disclose an annual performance report that highlights their duties, focusing on internal controls and the protection of minority shareholders' rights [4][6]. Group 3: Compliance and Oversight - Independent directors must ensure that the company discloses all necessary information in the annual report and may independently hire external audit firms if there are disagreements on specific matters [6][7]. - They are obligated to maintain confidentiality during the annual report preparation and must not trade company shares within specified periods [7]. - The company must provide necessary conditions for independent directors to perform their duties effectively, and any obstruction must be reported to the board and relevant regulatory authorities [5][7].

General Overview - The document outlines the management system for subsidiaries of Guangzhou Jinyi Media Corporation, aiming to standardize operations, promote healthy development, optimize resource allocation, and enhance operational motivation and creativity of subsidiaries [2][4]. Chapter 1: General Principles - The management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3]. Chapter 2: Personnel Management - The parent company holds controlling interest in subsidiaries either by owning more than 50% of shares or having significant influence through agreements [5]. - The parent and subsidiaries maintain an equal legal relationship, with the parent company exercising shareholder rights based on its equity stake [5]. - The parent company manages subsidiaries through various aspects including articles of association, personnel, finance, operational decisions, and information management [5][6]. - Directors and senior management appointed by the parent company must fulfill their duties and ensure compliance with laws and regulations [8][9]. Chapter 3: Financial Management - The parent company supervises investment scale, asset structure, and financial performance of subsidiaries [15]. - Subsidiaries are required to submit monthly, quarterly, and annual reports to the parent company, including operational and financial statements [15]. Chapter 4: Operational Decision-Making Management - Subsidiaries must align their operational plans with the parent company's strategic objectives [16]. - Investment decisions must follow a structured process, including feasibility studies and evaluations to maximize investment efficiency [18]. Chapter 5: Information Management - Subsidiaries must provide accurate and timely information to the parent company, including significant decisions and financial disclosures [23][25]. - The chairman of the subsidiary is responsible for information disclosure and must report to the parent company [26]. Chapter 6: Inspection and Assessment - The parent company may send auditors to subsidiaries for financial and operational checks [27]. - Directors and senior management of subsidiaries are required to report on their performance and the operational status of the subsidiary [28]. Chapter 7: Supplementary Provisions - The document's modification and interpretation rights are held by the board of directors of the parent company [29].

Core Viewpoint - The company, Guangzhou Jinyi Film and Television Media Co., Ltd., has revised its board meeting rules to enhance the efficiency and scientific decision-making of the board, ensuring compliance with relevant laws and regulations [1]. Summary by Sections Board Composition and Structure - The board consists of 9 directors, including 1 employee representative and 3 independent directors, with the chairman and vice-chairman elected by a majority of the board [1]. - The board secretary's office is established to handle daily affairs and maintain board documents [2]. Board Powers and Responsibilities - The board is responsible for convening shareholder meetings, executing resolutions, and deciding on the company's operational plans and investment proposals [3]. - The board will also formulate annual financial budgets, profit distribution plans, and significant capital operations [4][5]. Committees and Their Functions - An audit committee is established to review financial information and oversee internal controls, requiring a majority agreement for decisions [6]. - A strategic committee will research long-term development strategies and major investment decisions [6]. - A nomination committee will propose candidates for directors and senior management positions [7][8]. Decision-Making and Voting Procedures - Board meetings require a majority of directors to be present for decisions to be valid [26]. - Decisions regarding significant transactions must be approved by the board and may require shareholder approval if they exceed certain thresholds [11][12]. Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notices, materials, and voting results [25][26]. - The rules stipulate that any amendments to the board's operational procedures must be documented and disclosed [27].

Core Viewpoint - The company is revising its external guarantee management system to strictly control debt risks associated with external guarantees, ensuring the protection of the company, shareholders, and other stakeholders' legal rights [1][2]. Summary by Sections Revision Overview - The revision of the external guarantee management system is based on various laws and regulations, including the Company Law, Securities Law, and relevant guidelines from the Shenzhen Stock Exchange [1][2]. Definitions and Scope - The term "external guarantee" refers to the total amount of guarantees provided by the listed company and its controlling subsidiaries [3]. - The management system aims to ensure compliance with legal requirements and to prioritize the control of debt risks [4]. Guarantee Requirements - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to bear the obligations [4][6]. - Independent directors and financial advisors are required to express independent opinions on guarantee matters during board meetings [4]. Approval Process - The board must approve guarantee matters with a two-thirds majority of attending directors, and certain guarantees must also be submitted for shareholder approval [4][5]. - Specific thresholds for guarantees requiring shareholder approval include guarantees exceeding 50% of the latest audited net assets or total assets [4]. Documentation and Compliance - Guarantee applications must be submitted at least fifteen working days in advance, including detailed information about the guarantor and the main debt [6]. - Written contracts for guarantees must comply with legal standards, and significant contracts should be reviewed by legal advisors [6][7]. Additional Changes - The revision includes changes in terminology, such as replacing "shareholders' meeting" with "shareholders' assembly" and standardizing the use of "or" [7].

Core Viewpoint - The company is revising its cumulative voting implementation rules to enhance corporate governance and protect the rights of minority shareholders, ensuring a more transparent election process for directors and supervisors [1][2][4]. Summary by Sections Corporate Governance - The company aims to improve its corporate governance structure by revising the cumulative voting rules, which are designed to safeguard the rights of minority shareholders and ensure a fair election process for directors and supervisors [1][2]. Cumulative Voting Implementation - The revised rules stipulate that when electing two or more directors, cumulative voting must be implemented as per the company's articles of association or the resolutions of the shareholders' meeting [2][5]. - The candidate list for directors and supervisors will be proposed by the board of directors and the supervisory board, respectively, with specific requirements for shareholder nominations [5][6]. Voting Rights - The voting rights for non-independent directors, independent directors, and supervisors will be calculated based on the total number of shares held by the shareholders, ensuring that votes are allocated appropriately among the candidates [5][6]. Additional Changes - The revision includes the removal of references to "supervisors" and "supervisory board" from the cumulative voting rules, and adjustments to terminology for consistency [6].