Core Viewpoint - The company has provided a bank credit guarantee of 200 million RMB for its subsidiary, Beijing Zhixing Star Technology Co., Ltd., to support its operational needs and enhance the efficiency of its current assets [2][10]. Group 1: Guarantee Details - The total amount of the guarantee provided to Zhixing Star is 200 million RMB, which represents 1.12% of the company's audited net assets as of December 31, 2024 [5]. - The cumulative balance of guarantees provided by the company to its subsidiaries is 15.42 billion RMB, with actual guarantees amounting to 6.80 billion RMB, accounting for 3.81% of the company's audited net assets as of December 31, 2024 [13]. - The guarantee is structured as a joint liability guarantee and is aimed at facilitating the subsidiary's business operations [8][10]. Group 2: Subsidiary Information - Beijing Zhixing Star Technology Co., Ltd. was established on September 18, 2008, with a registered capital of 108.52 million RMB and is 99.1453% owned by the company [6][7]. - As of December 31, 2024, Zhixing Star reported total assets of 2.983 billion RMB, total liabilities of 804 million RMB, and net assets of 2.178 billion RMB, with a revenue of 1.236 billion RMB and a net profit of 355 million RMB for the year [7]. Group 3: Approval and Decision-Making - The board of directors approved the guarantee and the overall credit limit for 2025, which is set at a maximum of 10.12 billion RMB, including a specific guarantee of up to 3.442 billion RMB for subsidiaries [3][11]. - The decision to provide the guarantee was made to meet the operational needs of the subsidiary and is considered to be within the company's risk control parameters [10][11].

Group 1 - The company, Zhongwen Media, announced that as of the date of the announcement, the cumulative balance of guarantees provided for bank credit to its subsidiaries is 1.542 billion yuan, accounting for 8.63% of the company's audited net assets as of December 31, 2024 [1] - The actual cumulative balance of external guarantees provided by the company is 680 million yuan, which represents 3.81% of the company's audited net assets as of December 31, 2024 [1] - As of the report date, Zhongwen Media's market capitalization is 13.6 billion yuan [1] Group 2 - For the first half of 2025, the revenue composition of Zhongwen Media is as follows: publishing accounts for 37.34%, integrated marketing for 25.69%, distribution business for 24.41%, new business formats for 16.27%, and material trade for 7.29% [1]

证券代码：600373 证券简称：中文传媒 公告编号：临 2025-086 中文天地出版传媒集团股份有限公司 关于为下属子公司北京智明星通科技股份有限公司 提供担保的实施公告 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。 重要内容提示： ● 被担保人名称 中文天地出版传媒集团股份有限公司（以下简称公司）一级控股子公司：北 京智明星通科技股份有限公司（以下简称智明星通）。 ● 本次担保金额及已实际为其提供的担保余额 1.公司本次为智明星通提供的银行授信担保为 2.00 亿元。本次担保后，公 司为智明星通提供的担保合同累计余额为 2.00 亿元，其中实际发生的对外担保 累计余额为 0.15 亿元。 2.本次担保后，公司为所属子公司银行授信提供担保合同累计余额为 15.42 亿元（含 2024 年度担保余额），其中实际发生的对外担保累计余额为 6.80 亿元。 子公司为母公司银行授信提供担保合同累计余额为 0 亿元（含 2024 年度担保余 额），其中实际发生的担保累计余额为 0 亿元（不含本次担保）。 | 有限公司 | | 通科 ...

公司将严格按照相关法律法规和规范性文件的要求就本次交易后续涉及的 相关事宜继续履行信息披露义务。 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）于2025年11月18日召 开第六届董事会第四十次临时会议，审议通过《关于签署<发行股份及支付现金 购买资产协议>等相关协议之解除协议的议案》等议案。同日，公司与江西省出 版传媒集团有限公司（以下简称江西出版传媒集团）签署附条件生效的《<发行 股份及支付现金购买资产协议><业绩承诺及补偿协议><业绩承诺及补偿协议之 补充协议>之解除协议》（以下简称解除协议），主要约定按照原价格、原路径 回购标的资产，即原协议已经履行的恢复原状、互相返还，尚未履行的不再继续 履行，解除协议自公司2025年第三次临时股东会审议通过相关议案之日起生效。 2025年12月4日，公司召开2025年第三次临时股东会议，审议通过相关议案。 具体内容详见公司分别于2025年11月19日、2025年12月5日披露在《中国证 券报》《上海证券报》《证券日报》以及上海证券交 ...

Core Viewpoint - The company announced the signing of a conditional termination agreement with Jiangxi Publishing Media Group, agreeing to repurchase the targeted assets at the original price and path [1] Group 1 - On November 18, 2025, the company's board of directors approved the proposal to sign the relevant agreement for termination [1] - On December 4, the company's temporary shareholders' meeting approved the related proposals [1] - The transfer of the targeted assets and the registration of industrial and commercial changes have been completed, with the company transferring 100% equity of Jiang Education Media and 51% equity of Higher Education Press to Jiangxi Publishing Media Group [1] Group 2 - The company currently retains a 49% stake in Higher Education Press and no longer holds any equity in Jiang Education Media [1]

Core Viewpoint - The announcement indicates a significant leadership change within the company as the chairman resigns due to job adjustments [1] Group 1: Company Leadership - The company, 中文天地出版传媒集团股份有限公司 (referred to as "中文传媒"), has received a resignation letter from its legal representative and chairman, 凌卫 [1] - 凌卫 has applied to resign from his positions as chairman of the sixth board of directors, director, and related roles in the board's specialized committees [1] - Following the resignation, 凌卫 will no longer hold any position within the company [1]

Group 1 - The chairman of the board, Ling Wei, has resigned from his position and all related roles due to job adjustments, which also means he will no longer serve as the legal representative of the company [2][3] - The board of directors has elected Wu Weidong, the vice chairman, as the new legal representative and he will preside over the daily operations of the board until a new chairman is elected [3][50] - Ling Wei's resignation does not affect the minimum number of board members required by law, ensuring the normal operation of the board and the company [2][3] Group 2 - The company’s subsidiary, Beijing Zhixing Xingtong Technology Co., Ltd. plans to conduct foreign exchange hedging business using its own funds, with a maximum amount of $1.1 million authorized for a period of 12 months [4][6] - The hedging transactions will be conducted only with banks and financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China, using foreign exchange forward contracts [4][9] - The board has approved the hedging proposal to mitigate the impact of exchange rate fluctuations on the subsidiary's financial performance [56] Group 3 - The company has decided to adjust the number of board members from 13 to 11, with non-independent directors reduced from 8 to 6, while maintaining 5 independent directors [42][52] - The company will revise certain provisions of its articles of association in accordance with the adjustment of the board size and the method of appointing the legal representative [43][52] - These adjustments and revisions will require approval from the shareholders' meeting [45][52] Group 4 - The company is in the process of liquidating its subsidiary, Beijing Haoze Private Fund Management Co., Ltd., due to delays in the registration process for private fund management [35][37] - The liquidation does not pose significant legal obstacles and does not constitute a major asset restructuring or related party transaction, thus not requiring board or shareholder approval [35][37] - The company will continue to monitor the progress of the liquidation and fulfill its disclosure obligations [39]

Core Viewpoint - The recent board meeting of Zhongwen Media has led to significant changes in leadership and governance structure, alongside financial strategies aimed at risk management through foreign exchange hedging [1]. Group 1: Company Performance - As of December 8, 2025, Zhongwen Media's stock closed at 10.15 yuan, down 0.68% from the previous trading day, with a total market capitalization of 13.88 billion yuan [1]. - The stock opened at 10.21 yuan, reached a high of 10.25 yuan, and a low of 10.13 yuan, with a trading volume of 2.21 billion yuan and a turnover rate of 1.61% [1]. Group 2: Board Meeting Resolutions - The sixth board of directors held its 41st temporary meeting on December 8, 2025, with all 11 participating directors voting via communication [1]. - Key resolutions included the election of Wu Weidong as the legal representative of the company, overseeing daily board operations, and the adjustment of board members from 13 to 11, necessitating amendments to the company’s articles of association [1]. - Approval was granted for the subsidiary Zhixing Star to utilize up to 11 million USD of its own funds for foreign exchange hedging activities [1]. - A proposal was made to convene the fourth temporary shareholders' meeting of 2025, with some resolutions pending shareholder approval [1].

Group 1 - The core point of the article is that Zhongwen Media (SH 600373) held its fourth temporary board meeting of the sixth session on December 8, 2025, via telecommunication voting, discussing the proposal to convene the fourth temporary shareholders' meeting of 2025 [1] - For the first half of 2025, Zhongwen Media's revenue composition is as follows: publishing accounted for 37.34%, integrated marketing 25.69%, distribution business 24.41%, new business formats 16.27%, and material trade 7.29% [1] - As of the report date, Zhongwen Media has a market capitalization of 13.9 billion yuan [1]

证券代码：600373 证券简称：中文传媒 公告编号：临 2025-084 中文天地出版传媒集团股份有限公司 关于与控股子公司共同出资设立基金管理人的进展公告 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。 重要内容提示： 1.中文天地出版传媒集团股份有限公司（以下简称公司）参与设立的基金管 理人北京皓泽私募基金管理有限公司（以下简称北京皓泽），因申请私募基金管 理人登记的进程不达预期，拟进行清算并办理注销登记事宜。 2.本次清算并注销北京皓泽事项不存在重大法律障碍，不构成重大资产重组， 不属于关联交易，无需提交公司董事会及股东会审议。 一、交易基本情况 2021 年 8 月，公司和控股子公司北京智明星通科技股份有限公司（以下简 称智明星通）以及人和谦临（天津）管理咨询合伙企业（有限合伙）（以下简称 人和谦临）共同出资设立基金管理人北京皓泽（曾拟用名为北京幂私募基金管理 有限公司），注册资本为人民币（下同）1,000 万元，其中公司以自有资金出资 190 万元，认缴出资比例为 19%，智明星通以自有资金出资 510 万元，认缴 ...