证券代码：600373 证券简称：中文传媒 公告编号：临 2025－042 【公司回复】 （一）分业务类型补充披露近三年主要客户和供应商名称、关联关系、销 售和采购内容及金额、结算政策、期末待结算款项，说明是否存在客户供应商 重合或受同一方控制的情形及其商业合理性； 中文天地出版传媒集团股份有限公司 关于上海证券交易所对公司 2024 年年度报告的 信息披露监管问询函的回复公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重 大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 中文天地出版传媒集团股份有限公司(以下简称公司或中文传媒)近期收到 《关于中文天地出版传媒集团股份有限公司 2024 年年度报告的信息披露监管问 询函》(上证公函【2025】0894 号)(以下简称《问询函》)。根据《问询函》的 要求，公司会同大信会计师事务所（特殊普通合伙）就《问询函》中所提问题逐 项进行了认真核查落实，现就相关问题回复如下： 在对《问询函》相关问题的回复中，部分表格单项数据加总数与表格合计数 可能存在微小差异，均因计算过程中四舍五入所致。《问询函》回复内容中的同 业数据来自万得及相关上 ...

Industry Overview - The book retail industry refers to the process of selling books directly to end consumers, utilizing careful selection, pricing, promotion, and distribution to meet consumer demand while achieving commercial benefits for publishers and distributors [3] - Since 2020, China's book retail market has experienced fluctuations, with the market size declining from 98.7 billion yuan in 2021 to 87.1 billion yuan in 2022 [6] - In 2023, the market began to recover, with the retail market size slightly increasing to 91.2 billion yuan, representing a growth rate of 4.7% [6] Market Trends - By 2024, the integration of online and offline book sales channels has been established, driven by the rise of short video e-commerce and innovations in physical bookstores, leading to a significant market growth [6] - The industry code volume has reached 112.9 billion yuan in 2024, with a year-on-year growth rate of 23.8% [6] - The market is undergoing transformation, reflected in changes in consumer habits, marketing models, channel diversification, policy support, and technological advancements [8] Sales Channel Structure - In 2024, the market share of different sales channels is as follows: platform e-commerce accounts for 40.92%, short video e-commerce for 30.48%, vertical and other e-commerce for 14.71%, and offline physical stores for 13.99% [8] - The significant increase in the market share of short video e-commerce and offline physical stores compared to the previous year indicates a dynamic growth in the book retail sector [8] Key Players - Notable listed companies in the industry include CITIC Publishing (300788), China South Publishing (601098), Xinhua Wenhui (601811), and others [2] - Other relevant enterprises include Zhejiang Xinhua Bookstore Group, Beijing Ren Tian Bookstore Group, and various local bookstores [2]

Group 1 - The company expects to achieve a net profit attributable to shareholders of 270 million to 310 million yuan for the first half of 2025, representing a decrease of 361.93 million to 401.93 million yuan compared to the same period last year, a year-on-year decline of 53.86% to 59.82% [2][4] - The company anticipates a net profit attributable to shareholders, excluding non-recurring gains and losses, of 18 million to 35 million yuan, which is a decrease of 656.4 million to 673.4 million yuan compared to the same period last year, reflecting a year-on-year decline of 94.94% to 97.40% [2][4] - The performance forecast period is from January 1, 2025, to June 30, 2025 [3] Group 2 - In the same period last year, the total profit was 944.06 million yuan, with a net profit attributable to shareholders of 671.93 million yuan, and a net profit attributable to shareholders, excluding non-recurring gains and losses, of 691.40 million yuan [6] - The earnings per share for the previous year was 0.48 yuan [7] Group 3 - The decline in performance is primarily due to changes in the ordering method for educational supplementary materials in Jiangxi Province, which has led to a decrease in revenue and profit from educational books [8] - Additionally, the company's gaming business has seen a decline in scale and profit due to several existing game products entering the later stages of their lifecycle and new games still in development [8]

[Key Highlights of Performance Forecast](index=1&type=section&id=%E9%87%8D%E8%A6%81%E5%86%85%E5%AE%B9%E6%8F%90%E7%A4%BA) The company issued a 2025 semi-annual performance warning, forecasting a significant year-on-year decrease of 53.86% to 59.82% in net profit attributable to shareholders, with non-recurring net profit expected to decline even more sharply by 94.94% to 97.40%, indicating a severe deterioration in core business profitability Performance Forecast Summary | Indicator | 2025 H1 Forecast | 2024 H1 (Restated) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | 270 - 310 million yuan | 672 million yuan | ↓ 53.86% to 59.82% | | **Net Profit Attributable to Shareholders (Excluding Non-recurring Items)** | 18 - 35 million yuan | 691 million yuan | ↓ 94.94% to 97.40% | [Details of Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) Based on preliminary financial department estimates, the company forecasts net profit attributable to shareholders for January 1 to June 30, 2025, to be between 270 million and 310 million yuan, with non-recurring net profit between 18 million and 35 million yuan, noting these figures are unaudited Estimated Financial Performance | Item | Estimated Amount (RMB) | Year-on-Year Decrease (RMB) | Year-on-Year Decline | | :--- | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | 270 - 310 million yuan | 361.93 - 401.93 million yuan | 53.86% - 59.82% | | **Net Profit Attributable to Shareholders (Excluding Non-recurring Items)** | 18 - 35 million yuan | 656.40 - 673.40 million yuan | 94.94% - 97.40% | - This performance forecast is unaudited by certified public accountants[3](index=3&type=chunk) [Review of Prior Period Performance](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) In the same period of 2024, the company achieved net profit attributable to shareholders of 672 million yuan, non-recurring net profit of 691 million yuan, and earnings per share of 0.48 yuan, serving as the benchmark for the current significant performance decline 2024 H1 Financial Indicators | Indicator (2024 H1) | Amount (RMB) | | :--- | :--- | | Total Profit | 944.06 million yuan | | Net Profit Attributable to Shareholders | 671.93 million yuan | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 691.40 million yuan | | Earnings Per Share | 0.48 yuan | [Analysis of Performance Changes](index=2&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E5%8F%98%E5%8C%96%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The significant performance decline is primarily due to negative impacts on two core business segments: educational supplementary books, where revenue and profit decreased year-on-year due to local education policy changes eliminating unified ordering, and the gaming business, which saw reduced revenue and profit as some flagship products reached the end of their lifecycle while new products are still in development - Core Reason 1: Changes in Jiangxi Province's educational supplementary book ordering policy, with education departments and schools ceasing unified ordering or proxy purchasing, led to a year-on-year decrease in the company's educational supplementary book revenue and profit[6](index=6&type=chunk) - Core Reason 2: Some existing game products entered the latter half of their lifecycle, resulting in decreased top-up revenue, while multiple new products are still under development, leading to a decline in the scale and profit of the gaming business[6](index=6&type=chunk) [Risk Warning and Other Matters](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA%20%26%20%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E%E4%BA%8B%E9%A1%B9) The company stated in its announcement that as of the disclosure date, there are no significant uncertainties affecting the accuracy of this performance forecast, while also reminding investors that these preliminary figures are subject to the final audited 2025 semi-annual report - The company confirms no significant uncertainties exist that would affect the accuracy of this performance forecast[7](index=7&type=chunk) - Final financial data will be based on the company's officially disclosed 2025 semi-annual report, cautioning investors about investment risks[8](index=8&type=chunk)

Core Insights - The Chinese book retail market has experienced fluctuations since 2020, with a decline in market size from 987 billion yuan in 2021 to 871 billion yuan in 2022, followed by a slight recovery to 912 billion yuan in 2023, representing a growth rate of 4.7% [1][5] - In 2024, the market is expected to achieve rapid growth, with the industry scale reaching 1,129 billion yuan, a year-on-year growth rate of 23.8%, driven by the rise of short video e-commerce and innovations in physical bookstores [1][5] Industry Overview - Book retail refers to the process of selling books directly to end consumers, involving careful selection, pricing, promotion, and distribution to meet consumer demand while achieving commercial benefits for publishers and distributors [2] - The industry has seen a stable growth in the number of physical bookstores, with a rise of distinctive and diverse new bookstores, contributing to a preliminary establishment of an integrated online and offline sales channel [2] Market Dynamics - The book retail market is undergoing transformation, reflected in changes in consumer habits, marketing models, channel diversification, policy support, and technological advancements [7] - In 2024, the market structure shows that platform e-commerce accounts for 40.92% of the market, short video e-commerce for 30.48%, while vertical and other e-commerce and offline physical stores account for 14.71% and 13.99%, respectively [7] Book Categories - The largest category in the book retail market is children's books, accounting for 28.16% of the market in 2024, followed by educational materials at 25.33%, supported by a large user base of students [9] Competitive Landscape - The market competition is characterized by diversification and the integration of online and offline sales. Major online platforms like Dangdang and JD Books dominate the market, while physical bookstores like Xinhua Bookstore and independent bookstores enhance their competitiveness through cultural experiences and events [11] - Companies such as CITIC Publishing, Zhongnan Media, and Xinhua Wenhui are key players in the market, each with distinct business focuses ranging from educational materials to digital publishing [13] Development Trends - The integration of online and offline channels is accelerating, with a predicted stable online channel share of 65%-70% and offline bookstores achieving 30%-35% in the next five years [17] - Digitalization and personalized services are emerging trends, with the digital education market expected to exceed 5 billion yuan by 2025, accounting for 15% of the overall market [18][19] - Government policies are continuously supporting the industry's transformation and high-quality development, with initiatives like a 5 billion yuan fund for physical bookstore upgrades [20]

Summary of Key Points Core Viewpoint The document outlines the revised articles of association for Chinese Universe Publishing and Media Group Co., Ltd., emphasizing the company's commitment to protecting the rights of shareholders and creditors, establishing a structured governance framework, and promoting cultural products and services. Group 1: Company Structure and Governance - The company was established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission in January 2002 and listed on the Shanghai Stock Exchange in March 2002 [2] - The registered capital of the company is RMB 1,367,505,119 [3] Group 2: Business Objectives and Scope - The company's business objective is to become a global cultural product and service operator, focusing on social and economic benefits [4] - The approved business scope includes publishing, enterprise management, investment activities, digital technology services, and cultural exchange activities [4] Group 3: Share Structure - The company issues ordinary shares, with a total of 1,367,505,119 shares [6] - The shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders [5][6] Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in meetings, and supervise company operations [12][13] - Shareholders must comply with laws and the articles of association, and they are liable for their subscribed shares [16] Group 5: Party Organization and Leadership - The company has established a Party Committee to strengthen the leadership of the Communist Party within the organization [9][10] - The Party Committee is responsible for guiding major company decisions and ensuring alignment with national policies [10] Group 6: Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][49] - Shareholder meetings require a quorum and must follow legal and procedural guidelines for decision-making [79][80]

中文天地出版传媒集团股份有限公司 CHINESE UNIVERSE PUBLISHING AND MEDIA GROUP CO., LTD. 公 司 章 程 （修订稿） 经公司 2024 年年度股东会审议通过 （2025 年 5 月 9 日） | 第一章 | 总 | 则 | | 1 | | --- | --- | --- | --- | --- | | 第二章 | | 经营宗旨和范围 | | 2 | | 第三章 | 股 | 份 | | 3 | | 第一节 | | 股份发行 | | 3 | | 第二节 | | 股份增减和回购 | | 3 | | 第三节 | | 股份转让 | | 5 | | 第四章 | | 党的建设 | | 5 | | 第一节 | | 党组织的机构设置 | | 5 | | 第二节 | | 公司党委的职责与决策事项 | | 6 | | 第五章 | | 股东和股东会 | | 6 | | 第一节 | | 股 东 | | 7 | | 第二节 | | 股东会 | | 9 | | 第三节 | | 股东会的召集 | 13 | | | 第四节 | | 股东会的提案与通知 | | 14 | | 第五节 | | 股 ...

中文天地出版传媒集团股份有限公司 关于完成注册资本工商变更登记和《公司章程》备案 并换发营业执照的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 证券代码：600373 证券简称：中文传媒 公告编号：临 2025-040 2025 年 7 月 8 日，公司完成注册资本工商变更登记及《公司章程》备案手 续，并取得上饶市市场监督管理局新换发的《营业执照》，公司注册资本由"壹 拾叁亿玖仟伍佰零贰万贰仟叁佰零柒元整"变更为"壹拾叁亿陆仟柒佰伍拾万伍 仟壹佰壹拾玖元整"，营业执照登载的其他信息不变。 特此公告。 中文天地出版传媒集团股份有限公司董事会 2025 年 7 月 9 日 中文天地出版传媒集团股份有限公司（以下简称公司）于 2025 年 5 月 9 日 召开 2024 年年度股东会，审议通过《关于公司发行股份及支付现金购买资产暨 关联交易之 2024 年度业绩承诺补偿方案与回购注销股份的议案》《关于减少注册 资本暨修订<公司章程>部分条款的议案》等业绩补偿议案。根据股东会决议，公 司于 2025 年 7 月 4 日取得中国 ...

Core Viewpoint - The company has completed the repurchase and cancellation of shares due to the failure of its subsidiaries to meet the 2024 performance commitments, resulting in a total compensation obligation of approximately RMB 262.24 million [1][3]. Group 1: Repurchase and Cancellation Details - The total number of shares to be repurchased and canceled is 27,517,188, which represents 1.97% of the company's total share capital before the repurchase [4][5]. - The repurchase price for these shares is set at RMB 1, with the remaining cash compensation of RMB 4.77 to be paid by Jiangxi Publishing Media Group [1][3]. - The company's registered capital will decrease from RMB 1,395,022,307 to RMB 1,367,505,119 following the cancellation of shares [2][6]. Group 2: Approval and Implementation - The repurchase plan was approved during the board and shareholder meetings held on April 17, 2025, and May 9, 2025, respectively [2][3]. - The shares have been transferred to the company's dedicated repurchase account as confirmed by the China Securities Depository and Clearing Corporation [4][5]. - The cancellation of the repurchased shares is scheduled for July 7, 2025, with necessary changes to be registered with the relevant authorities [5][6]. Group 3: Impact on Shareholder Structure - Following the cancellation, the controlling shareholder, Jiangxi Publishing Media Group, will see its shareholding decrease from 803,204,620 shares (57.58%) to 775,687,432 shares (56.72%) [7]. - The proportion of limited and unrestricted shares held by the controlling shareholder will also change, reflecting the impact of the share cancellation [7].

证券代码：600373 证券简称：中文传媒 公告编号：临 2025-039 中文天地出版传媒集团股份有限公司 关于回购并注销业绩补偿股份实施结果暨股份变动的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 1.因中文天地出版传媒集团股份有限公司（以下简称公司）全资子公司江西 教育传媒集团有限公司（以下简称江教传媒）和江西高校出版社有限责任公司（以 下简称高校出版社）未实现 2024 年度承诺净利润数，江西省出版传媒集团有限公 司（以下简称江西出版传媒集团）作为业绩补偿责任人，2024 年度业绩承诺补偿 义务总额为 262,238,806.41 元，其中，应补偿股份总数为 27,517,188 股，对于 不足 1 股的剩余对价 4.77 元由江西出版传媒集团以现金支付。公司应以人民币 1 元的总价格回购此应补偿股份并全部予以注销。 2.根据中国证券登记结算有限责任公司上海分公司于 2025 年 7 月 4 日出具的 《证券过户登记确认书》，江西出版传媒集团持有公司的 27,517,188 股股份已过 户至公司回购专用证券账户 ...