Independent Director Special Meeting System
Article 1
To further standardize the discussion methods and decision-making procedures of the Independent Director Special Meetings of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Company"), and to promote and ensure that independent directors effectively perform their duties, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standardized Operations of Main Board Listed Companies (hereinafter referred to as "Standardized Operations"), the Management Measures for Independent Directors of Listed Companies, and the Articles of Association of Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They shall earnestly perform their duties in accordance with laws, administrative regulations, the rules of the China Securities Regulatory Commission, the business rules of the stock exchange, and the provisions of the Articles of Association, participating in decision-making, supervision, and professional consultation in the board of directors, special committees of the board, and independent director special meetings, maintaining the overall interests of the Company and protecting the legitimate rights and interests of minority shareholders.
Article 3
An Independent Director Special Meeting refers to a special meeting attended entirely by independent directors. The meeting independently discusses the matters at hand, considers and judges from the perspective of the Company and the interests of minority shareholders, and forms discussion opinions. The Independent Director Special Meeting is mainly responsible for prior approval of potential significant conflicts of interest, such as related party transactions.
Article 4
The Independent Director Special Meeting can be either regular or irregular. Regular meetings are held during the preparation of the annual report or semi-annual report, while irregular meetings can be convened as needed. Meeting notices for the Independent Director Special Meeting must be sent out three days in advance, except in cases of special urgency where the above time limit may not apply. The meeting can be held in person, via electronic communication (including video, telephone, etc.), or a combination of both.