Chapter 1 General Principles
Article 1
To promote the standardized operation and healthy development of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Company"), ensure that subsidiaries operate in a standardized, efficient, and orderly manner, regulate subsidiary behavior management, and improve the overall operational quality of the Company, this system is formulated based on the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Shenzhen Stock Exchange Listing Rules (hereinafter referred to as "the Listing Rules"), the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies (hereinafter referred to as "Standardized Operation"), and the Articles of Association of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The term "subsidiary" in this system refers to enterprises established in accordance with the law that have independent legal person status, including wholly-owned subsidiaries and holding subsidiaries directly or indirectly controlled by the Company, or companies in which the Company holds less than 50% of the shares but can determine the composition of more than half of the board of directors (control over the board), or companies that can be effectively controlled through agreements or other arrangements.
Article 3
This system applies to the Company and its subsidiaries at all levels. The functional departments of the Company, as well as the directors, senior management, and financial personnel appointed by the Company to each subsidiary, are responsible for the effective implementation of this system.
Article 4
The management of equity investee companies by the Company may refer to the implementation of this system.
Chapter 2 Corporate Governance
Article 5
The establishment of subsidiaries and those formed through acquisitions or capital increases must undergo investment feasibility analysis and approval in accordance with the Listing Rules of the Shenzhen Stock Exchange and other relevant laws and regulations, the Articles of Association, and the Company's External Investment Management System.
Article 6
Under the framework of the Company's overall objectives, subsidiaries shall operate independently in accordance with relevant laws and regulations and the provisions of the Articles of Association, and shall operate legally and effectively while accepting the supervision and management of the Company.
Article 7
The Company has the right to profit distribution from subsidiaries, convene, preside over, and participate in subsidiary shareholder meetings and exercise voting rights, review important documents of subsidiaries, transfer or pledge shares held in subsidiaries or acquire shares from other shareholders, and enjoy the distribution of remaining assets during the liquidation of subsidiaries, as stipulated by laws and regulations or the articles of subsidiaries.
Article 8
Subsidiaries may establish boards of directors or directors based on actual conditions.
Article 9
The Company recommends candidates for directors to subsidiaries, who are elected by the subsidiary's shareholder meeting; senior management personnel appointed by the Company to subsidiaries are hired after approval by the subsidiary's board of directors or directors; the financial head of the subsidiary is appointed by the Company's financial management department and, during their tenure, is subject to business guidance and supervision from the Company's financial management department.
Article 10
The Company's human resources department is responsible for selecting directors and senior management personnel to be assigned to subsidiaries, proposing candidate plans, and submitting them for approval by the Company's general manager's office.