Core Points - Fujian Zitian Media Technology Co., Ltd. has received a decision from the Shenzhen Stock Exchange to terminate its stock listing due to failure to rectify financial reporting issues within the required timeframe [1][2] - The stock will enter a delisting arrangement period of fifteen trading days starting from September 15, 2025, with the expected last trading date on October 13, 2025 [3][4] - During the delisting period, the stock will trade on the risk warning board with no price limit on the first trading day, followed by a daily price limit of 20% [4] Summary by Sections Termination of Listing - The company failed to disclose corrected financial reports within two months after being warned of delisting risks, leading to the termination of its stock listing [2] - The decision is based on the Shenzhen Stock Exchange's rules regarding delisting circumstances [2] Delisting Period Arrangements - The stock will be managed by the National Equities Exchange and Quotations (NEEQ) after delisting, and the company must appoint a securities firm for the transfer services [3] - The delisting period will not involve any major asset restructuring activities by the company [4] Information Disclosure - The company has designated specific media for information disclosure and provided contact details for investor inquiries [3] - Risk warning announcements will be issued every five trading days during the delisting period, with daily announcements in the last five trading days [4]

Core Points - Fujian Zitian Media Technology Co., Ltd. has received a decision from Shenzhen Stock Exchange to terminate its stock listing due to failure to complete required rectifications within the specified timeframe [2][3] - The stock will enter a delisting arrangement period starting from September 15, 2025, lasting for fifteen trading days, with the expected last trading date on October 13, 2025 [2][3] - During the delisting arrangement period, the stock will be traded on the risk warning board with a daily price fluctuation limit of 20% after the first day [3] Summary by Sections Termination of Listing Decision - The company failed to disclose corrected financial reports within the required two-month period after being warned of delisting risks, leading to the termination of its stock listing [2] - The decision allows the company to apply for a review within fifteen trading days, but the termination will remain in effect during the review period [2] Delisting Arrangement Period - The delisting arrangement period will begin on September 15, 2025, and will last for fifteen trading days, with the last trading day expected to be October 13, 2025 [2][3] - The stock will not be suspended from trading during this period, except under special circumstances [3] Trading and Risk Disclosure - The company will issue risk warning announcements at the start of the delisting arrangement period and subsequently every five trading days, with daily announcements in the last five trading days [3] - After termination, the stock will be managed by the National Equities Exchange and Quotations (NEEQ) for transfer [3] Other Important Matters - The company will not plan or implement any major asset restructuring during the delisting arrangement period [4] - All information will be disclosed through designated media, and the company will ensure compliance with relevant regulations regarding the management of its stock post-delisting [4]

Core Points - The document outlines the financing and external guarantee management measures of Sanrenxing Media Group Co., Ltd to regulate financing risks and protect financial security and investor rights [2][3][4] - The financing refers to indirect financing from financial institutions, while external guarantees include various forms of guarantees provided by the company [2][3] - The company must adhere to principles of prudence, equality, mutual benefit, voluntariness, and integrity in financing and guarantees [4][5] Financing Approval Process - The finance department is responsible for managing financing applications, which must be approved by the appropriate authority based on the amount relative to the company's audited net assets [6][7] - Specific approval thresholds are set: financing up to 20% of the latest audited net assets requires general manager approval, while amounts exceeding 20% but less than 50% require board approval [6][7] - Detailed reports must accompany financing applications, including the financial institution's name, amount, purpose, repayment plan, and asset status [8][9] External Guarantee Conditions - Before providing guarantees, the company must assess the creditworthiness of the guaranteed party and analyze the associated risks [10][11] - Guarantees must be backed by counter-guarantees from parties with actual capacity to fulfill obligations [11][12] - The finance department must conduct thorough investigations into the provided materials to ensure their authenticity [11][12] External Guarantee Approval Process - External guarantees require board or shareholder meeting approval, with specific conditions outlined for when shareholder approval is necessary [6][7] - The board must approve guarantees exceeding 10% of the latest audited net assets or when total guarantees exceed 50% of net assets [6][7] - Each guarantee matter must be voted on separately during meetings [7][8] Risk Management and Execution - After approval, contracts must be signed within 90 days, or the process must restart [8][9] - The finance department is tasked with ongoing management of financing and guarantee contracts, ensuring compliance with usage terms [9][10] - Regular monitoring of the financial status of guaranteed parties is required to mitigate risks [10][11] Information Disclosure - The company must fulfill information disclosure obligations regarding financing and guarantees in accordance with relevant laws and regulations [12] - All related documents must be submitted to the board secretary for timely reporting [12] Responsibilities of Personnel - All directors are responsible for reviewing external guarantee matters and may face liability for any losses incurred due to violations [12] - Management personnel who exceed their authority in approving guarantees may also face legal consequences [12]

Core Viewpoint - The document outlines the management measures for related party transactions of Sanrenxing Media Group Co., Ltd, emphasizing fairness, transparency, and the protection of shareholders' interests, particularly those of minority investors [1][2]. Summary by Sections General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1]. Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company [2]. - Related transactions encompass various activities such as asset purchases, investments, and financial assistance [3][6]. Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [4]. - Pricing should be fair and based on government pricing, market prices, or reasonable costs plus profit [5]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [5]. Procedures and Disclosure - Transactions exceeding certain thresholds require board approval and timely disclosure [8]. - For significant transactions, independent evaluations or audits must be conducted [8]. - The company must disclose detailed information about related transactions, including pricing policies and the rationale behind them [12][21]. Special Regulations for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in decision-making [19][20]. Miscellaneous Provisions - Related transactions involving the company's subsidiaries are treated as the company's transactions and must comply with the same approval and disclosure requirements [23]. - The document specifies that all records related to decision-making on related transactions must be maintained for at least 10 years [23].

Core Viewpoint - The document outlines the fundraising management measures of Sanrenxing Media Group Co., Ltd, emphasizing the protection of investor interests and compliance with relevant laws and regulations [2][3][16]. Group 1: General Principles - The fundraising refers to funds raised through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must promptly handle verification procedures after the funds are in place, with a qualified accounting firm issuing a verification report as required by law [2]. - The board of directors must continuously monitor the storage, management, and use of the raised funds to effectively prevent investment risks and enhance the efficiency of fund usage [2][3]. Group 2: Fund Storage - The company must adhere to the principle of centralized storage of raised funds for easier supervision [3]. - A special account system for storing raised funds must be implemented, ensuring that the funds are independently stored in accounts approved by the board of directors [3][4]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being in place [3][4]. Group 3: Fund Usage - The company must use the raised funds prudently according to the purposes disclosed in the prospectus or other public issuance documents, without unauthorized changes [4][5]. - The raised funds should primarily be used for the main business, and certain financial investments are prohibited [5][6]. - Temporary idle funds can be used for cash management, provided the investment products meet specific safety and liquidity criteria [5][6]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed promptly [9][10]. - If the investment project faces significant changes in market conditions or delays, the company must reassess the project's feasibility and disclose the situation [7][8]. - The company must ensure that any changes in fund usage do not affect the normal progress of the fundraising investment plan [10][11]. Group 5: Management and Supervision - The company must accurately disclose the actual usage of raised funds and conduct semi-annual checks on the storage and usage of these funds [14][15]. - The internal audit department must report any violations or significant risks related to the management of raised funds to the board of directors [14][15]. - The underwriter or independent financial advisor must conduct on-site checks of the fund management at least semi-annually [15].

Core Viewpoint - The document outlines the external investment management system of Sanrenxing Media Group Co., Ltd., aiming to standardize investment behaviors, mitigate risks, enhance investment efficiency, and protect the interests of the company and its investors [1][2]. Summary by Sections General Principles - The external investment refers to the company's actions to invest resources such as cash, physical assets, and intangible assets in other organizations or individuals to expand operations or implement new product strategies for long-term gains [1]. - Basic principles for external investment include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [1]. Approval Authority for External Investments - Investments requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [2]. - The approval authority for external investments is categorized into three levels: - Investments meeting certain thresholds must be approved by the shareholders' meeting [2]. - Investments above specified amounts require board approval [3]. - Investments below board thresholds can be decided by the chairman [3]. Organizational Structure for Investment Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments [8]. - The board's strategic committee is responsible for coordinating and analyzing investment projects [5]. - The general manager's office is tasked with gathering investment information and conducting comprehensive analyses of potential projects [5]. Decision-Making and Asset Management - External investments are classified into short-term and long-term investments, with specific procedures outlined for each type [6][21]. - Short-term investments include assets that can be liquidated within a year, while long-term investments are those that cannot be easily converted to cash [6]. - The company must conduct feasibility studies and obtain necessary approvals before proceeding with long-term investments [22]. Financial Management and Auditing - The finance department is responsible for maintaining detailed accounting records for each investment project [34]. - Regular audits and evaluations of investment projects are mandated to ensure compliance and protect company interests [41][42]. Miscellaneous Provisions - The investment management system will be effective upon approval by the shareholders' meeting and will be revised as necessary to comply with national laws and regulations [43][44].

Core Points - The article outlines the rules and regulations governing the board of directors of Sanrenxing Media Group Co., Ltd, emphasizing the importance of structured decision-making and compliance with relevant laws and regulations [2][4][10] Group 1: Board Structure and Responsibilities - The board of directors is a permanent institution responsible for the company's operational decisions and is accountable to the shareholders [4][5] - The board consists of 7 to 9 members, including one employee representative elected by the staff [5][6] - The board has various powers, including convening shareholder meetings, executing resolutions, determining operational plans, and managing financial matters [6][7] Group 2: Committees and Their Functions - The board is required to establish specialized committees, including strategy, nomination, audit, and remuneration committees, to enhance governance [18][19] - Each committee must have a majority of independent directors and is responsible for specific tasks such as evaluating long-term strategies and overseeing financial audits [19][20] - The audit committee, composed of independent directors, is tasked with reviewing financial information and supervising internal controls [17][18] Group 3: Meeting Procedures - Board meetings can be regular or temporary, with specific notice requirements for each type [42][46] - A quorum of more than half of the directors is required for meetings to proceed, and decisions must be made by majority vote [51][63] - Detailed records of meetings must be kept, including attendance, discussions, and voting outcomes [68][71]

Core Points - The document outlines the rules for the shareholders' meeting of Sanrenxing Media Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The shareholders' meeting is the company's decision-making body, responsible for key decisions such as electing directors, approving financial reports, and making significant corporate changes [2][3][4] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the law, ensuring shareholders can exercise their rights [1][2] - The board of directors is responsible for organizing the meetings diligently and on time [1][2] - The shareholders' meeting has the authority to make decisions on various matters, including profit distribution and capital changes [2][3] Group 2: Financial Assistance and Guarantees - Financial assistance exceeding 10% of the latest audited net assets requires shareholder approval [3][4] - Guarantees exceeding the latest audited net assets or total assets require shareholder approval [4][5] Group 3: Transactions and Proposals - Significant transactions, including asset purchases or sales exceeding 30% of total assets, must be disclosed and approved by the shareholders' meeting [5][6] - Shareholders can propose agenda items for the meeting, with specific rules on submission timelines [12][19] Group 4: Meeting Procedures - The annual shareholders' meeting must be held within six months after the end of the fiscal year, while temporary meetings can be called as needed [6][8] - The company must provide adequate notice to shareholders regarding meeting details, including time, location, and agenda [21][22] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for approval [45][46] - Shareholders have the right to vote in person or by proxy, and the voting process must be transparent and documented [58][59] Group 6: Record Keeping and Compliance - Meeting records must be maintained for ten years, including details of attendance, resolutions passed, and any objections raised [20][30] - The company must comply with disclosure requirements as per regulatory standards [31][32]

Core Points - The document outlines the independent director system of Sanrenxing Media Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][3] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure independent directors fulfill their duties [1] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders [1][3] Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including relevant work experience and independence from the company and its major shareholders [2][3] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9][10] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [13][14] Powers and Responsibilities - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants and propose meetings to address significant issues [18][19] Support for Independent Directors - The company must provide necessary resources and support for independent directors to perform their duties effectively [26][27] - Independent directors are entitled to equal access to information and must be informed of company operations regularly [27][28] Reporting and Communication - Independent directors are required to submit annual reports on their performance and maintain communication with minority shareholders [25][26] - The company must ensure timely disclosure of relevant information and support independent directors in their oversight roles [29][30]

Meeting Details - The shareholders' meeting was held on September 2, 2025, at the Zhizhen Building, Haidian District, Beijing [1] - The attendance rate of ordinary shareholders and preferred shareholders with restored voting rights was 57.6684% [1] Voting Results - All non-cumulative voting proposals were approved with significant majority support from A-shareholders, with votes in favor ranging from 99.2194% to 99.8540% across different proposals [1][2] - The number of votes in favor for the proposals included 121,397,281 votes (99.8540%) and 120,634,434 votes (99.2265%) among others [1][2] Legal Compliance - The lawyers confirmed that the meeting's convening and voting procedures complied with the Company Law and relevant regulations, ensuring the legality and validity of the meeting and its outcomes [3]