Market Overview - The publishing sector increased by 0.58% on August 5, with Rongxin Culture leading the gains [1] - The Shanghai Composite Index closed at 3617.6, up 0.96%, while the Shenzhen Component Index closed at 11106.96, up 0.59% [1] Individual Stock Performance - Rongxin Culture (301231) closed at 26.50, up 4.29% with a trading volume of 68,100 shares and a turnover of 180 million yuan [1] - Reader Media (6668209) closed at 7.16, up 3.92% with a trading volume of 341,300 shares and a turnover of 243 million yuan [1] - Guomai Culture (301052) closed at 66.55, up 3.42% with a trading volume of 81,600 shares and a turnover of 535 million yuan [1] - Other notable performers include CITIC Publishing (300788) up 1.85%, Tianzhou Culture (300148) up 1.74%, and Zhejiang Publishing (601921) up 1.71% [1] Capital Flow Analysis - The publishing sector experienced a net outflow of 26.37 million yuan from institutional investors, while retail investors saw a net inflow of 44.48 million yuan [2] - The overall net outflow from retail investors was 18.10 million yuan [2] Detailed Capital Flow for Selected Stocks - CITIC Publishing (300788) had a net outflow of 24.00 million yuan from institutional investors, with a net inflow of 9.57 million yuan from retail investors [3] - Times Publishing (600551) saw a net inflow of 18.32 million yuan from institutional investors, while retail investors had a net outflow of 30.30 million yuan [3] - Rongxin Culture (301231) experienced a net inflow of 7.92 million yuan from institutional investors, but a net outflow of 13.76 million yuan from retail investors [3]

Group 1 - The company acquired 100% of Zhimi Star Communication in 2015, which has seen a significant revenue decline of 60.45% to 1.236 billion yuan in the reporting period, and has never recognized goodwill impairment [1] - The company acquired 58% of Langzhi Media, which reported net profits of 68.4012 million yuan and 64.0719 million yuan for 2022 and 2023 respectively, with a projected non-recurring net profit of 89.0893 million yuan for 2024, representing a year-on-year growth of 39.05% [1] - The performance commitment for Langzhi Media was fulfilled with a completion rate of 101.18%, as the promised non-recurring net profit was not less than 88.05 million yuan [1] Group 2 - The company was requested to disclose the names and relationships of the top five customers and suppliers of Langzhi Media over the past three years, along with sales and procurement details [2] - Langzhi Media's sales, procurement, and settlement policies are consistent with comparable companies in the industry, with a sales settlement policy of 45-90 days post-invoice [3] - The company must provide quarterly financial data for Langzhi Media and compare it with industry peers to assess any significant performance discrepancies [3] Group 3 - Langzhi Media's main clients are well-known companies in the automotive sector, which typically have strict procurement processes, leading to seasonal revenue patterns [3] - The company has implemented effective control over Langzhi Media through governance arrangements, with a board composed of non-independent directors, ensuring majority voting power [6][7] - The company has strengthened financial and operational management over Langzhi Media, requiring approval for significant operational decisions [8][9] Group 4 - The company has conducted goodwill impairment tests for Zhimi Star Communication, with the recoverable amount exceeding the carrying value of the asset group, indicating no impairment [11][25] - The goodwill impairment testing process involved careful selection of key parameters and a comparison of actual performance against forecasts, confirming the prudence of the assumptions used [20][21] - The company has maintained stable operations for Zhimi Star Communication, with no indications of goodwill impairment based on the tests conducted from 2021 to 2024 [21][25]

Core Viewpoint - The company, Zhongwen Media, reported a significant decline in revenue and net profit for the year 2024, prompting regulatory inquiries regarding its financial disclosures and business operations [1][2]. Business Overview - The main business segments of Zhongwen Media include general books, educational materials, new business formats, integrated marketing, and material trading. The company achieved a revenue of 9.304 billion yuan, a year-on-year decrease of 14.56%. The net profit attributable to shareholders was 744 million yuan, down from 686 million yuan, indicating a decline in profitability [2]. Revenue Breakdown - Revenue from general books and educational materials saw substantial declines, with year-on-year decreases of 26.97% and 27.55%, respectively. The sales models employed include both unconditional and conditional sales returns [2]. Regulatory Inquiry - The company received an inquiry from the Shanghai Stock Exchange regarding its 2024 annual report, which necessitated a detailed response addressing various aspects of its financial disclosures and business relationships [1][3]. Client and Supplier Relationships - The company provided detailed disclosures about its major clients and suppliers over the past three years, including sales content, settlement policies, and outstanding amounts. Notably, there were no significant overlaps in client-supplier relationships that could raise concerns about commercial rationality [3][6]. Sales and Settlement Policies - The company outlined its sales channels and models, particularly for general books and educational materials, detailing the conditions for sales returns, pricing mechanisms, and revenue recognition methods in compliance with accounting standards [3][6]. Performance Analysis - A quantitative analysis was requested to explain the significant decline in performance, considering industry policies, competitive conditions, and cost structures. The company is expected to provide insights into quarterly performance fluctuations based on cost and expense changes [3][4]. Integrated Marketing and New Business Formats - The integrated marketing segment and new business formats, including game-related services, are also part of the company's revenue streams. The company has established various settlement policies with clients in these segments, reflecting a diverse approach to revenue generation [4][7]. Supplier Relationships in Material Trading - The company disclosed its supplier relationships in the material trading segment, detailing procurement policies and outstanding amounts, which are crucial for understanding its operational dynamics [6][7]. Financial Health Indicators - The company has reported various financial health indicators, including accounts receivable and provisions for bad debts, which are essential for assessing its financial stability and risk management practices [5][6].

大信会计师事务所（特殊普通合伙）关于《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》的回复 大信会计师事务所（特殊普通合伙） WUYIGECERTIFIEDPUBLICACCOUNTANTSLLP. 大信会计师事务所 北京市海淀区知春路 1 号 学院国际大厦 22 层 2206 邮编 100083 0083 电话 Telephone：+86（10）82330558 传真 Fax：+86（10）82327668 网址 Internet：www.daxincpa.com.cn WUYIGECertifiedPublicAccountants.LLP Room220622/F,XueyuanInternationalTower No.1ZhichunRoad,HaidianDist.Beijing,China,10 大信会计师事务所（特殊普通合伙）关于《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》的回复 上海证券交易所上市公司管理一部： 大信会计师事务所（特殊普通合伙）（以下简称我们或年审会计师）就上海证券交易所 下发的《关于中文天地出版传媒 ...

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]