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]

证券代码：002905 证券简称：金逸影视 公告编号：2025-032 广州金逸影视传媒股份有限公司 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。 为了加强对广州金逸影视传媒股份有限公司（下称"公司"）信息披露工作 的管理，规范公司信息披露行为，保证披露信息的及时、真实、准确、完整，保 护投资者的合法权益，公司根据《中华人民共和国公司法》 《上市公司治理准则》 《深圳证券交易所(下称"深交所")股票上市规则》 第四条 公司的董事、高级管理人员应当忠实、勤勉地 公司董事、监事、高级管理人员及其他知情人 履行职责，保证披露信息的真实、准确、完 最小范围内，不得泄漏公司的内幕信息，不得 理人员及其他知情人在信息披露前，应当将该 进行内幕交易或配合他人操纵股票及其衍生品 信息的知情者控制在最小范围内，不得泄漏公 种交易价格。 司的内幕信息，不得进行内幕交易或配合他人 操纵股票及其衍生品种交易价格。 第七条 商业秘密或者深交所认可的其他情形，及时披 露可能损害公司利益或者误导投资者，并且符 合以下条件的，可以向深交所申请暂缓披露， 说明暂缓披露的理由和期限： (一) ...

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].

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].

广州金逸影视传媒股份有限公司 Guangzhou Jinyi Media Corporation 广州金逸影视传媒股份有限公司 信息披露暂缓与豁免制度 《中华人民共和国公司法》 （以下简称" 《公司法》" ）《上市公司信息披露管 (三) 披露后可能严重损害公司、他人利益的其他情形。 商业秘密的，可以采用代称、汇总概括或者隐去关键信息等方式豁免披露 该部分信息；在采用上述方式处理后披露仍存在泄密风险的，可以豁免披 露临时报告。 第一章 总则 第一条 广州金逸影视传媒股份有限公司（以下简称"公司"）为规范信息披露暂缓 与豁免行为，确保公司及相关信息披露义务人（ 以下简称（ 信息披露义 务人"）依法依规履行信息披露义务，保护投资者的合法权益，公司根据 第二条 公司及信息披露义务人按照《上市规则》及证券交易所其他业务规则等相 关法律法规、规范性文件的规定，办理信息披露暂缓、豁免事务的，适用 本制度。 第三条 公司及信息披露义务人应自行审慎判断应当披露的信息是否存在《上市规 则》及证券交易所其他相关业务规则中规定的暂缓、豁免情形，并接受证 券交易所对信息披露暂缓、豁免事项的事后监管。 第四条 公司和其他信息披露义务人有 ...

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].