公司简称：博瑞传播 证券代码：600880 编号：2025-033 号 成都博瑞传播股份有限公司 关于控股股东无偿划转国有股份暨控股股东变更的提示性公告 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： 成都博瑞传播股份有限公司（以下简称"公司"）控股股东成都传媒集团 拟将其直接持有的成都新闻实业有限责任公司（以下简称"新闻实业"）100%股权 及本公司 133,612,937 股（占公司总股本的 12.22%）无偿划转给成都传媒产业集团 有限公司（以下简称"成都传媒产业集团")。 成都传媒产业集团和新闻实业均为成都传媒集团的全资子公司。新闻实业 直接持有公司第一股东成都博瑞投资控股集团有限公司（以下简称"博瑞投资"） 99%股权，成都传媒集团通过新闻实业控股博瑞投资，间接持有公司 255,519,676 股（占公司总股本的 23.37%）。本次无偿划转完成后，成都传媒产业集团将直接持 有公司 133,612,937 股，并通过新闻实业控股博瑞投资间接持有公司 255,519,676 股，成为公司控股股东（共持有 ...

Financial Performance - The company's operating revenue for the third quarter was CNY 119,946,187, representing a year-on-year increase of 10.65%[3] - The net profit attributable to shareholders was a loss of CNY 1,328,278.14, a decrease of 136.67% compared to the same period last year[3] - The total revenue for the year-to-date period reached CNY 404,876,871.92, reflecting a growth of 43.71%[3] - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of CNY 1,328,780.33, down 137.74% year-on-year[3] - The total profit for the year-to-date period was CNY 15,303,652.78, a decrease of 31.67% compared to the same period last year[3] - The company reported a total operating income of CNY 130,038,499.89 for the third quarter, which is a 9.86% increase year-on-year[3] - Total operating revenue for the first three quarters of 2025 reached CNY 434,835,214.94, a significant increase from CNY 308,706,377.92 in the same period of 2024, representing an increase of approximately 40.8%[15] - Operating income for the first three quarters of 2025 was CNY 404,876,871.92, compared to CNY 281,738,869.98 in 2024, reflecting a growth of about 43.6%[15] - The company's net profit for the first three quarters of 2025 was CNY 356,878.30, a decrease from CNY 11,006,085.16 in the same period of 2024, showing a decline of about 96.8%[16] Assets and Liabilities - The total assets at the end of the reporting period were CNY 4,135,392,108.90, an increase of 0.54% compared to the end of the previous year[4] - The total assets of the company as of the reporting date were CNY 4,135,392,108.90, slightly up from CNY 4,113,379,378.10 in the previous period[14] - Total liabilities increased to CNY 871,204,316.99 from CNY 852,135,437.64, reflecting a rise of approximately 2.5%[14] - The company's equity attributable to shareholders was CNY 3,039,345,228.17, a slight decrease from CNY 3,040,091,886.49[14] Cash Flow - The cash flow from operating activities showed a net outflow of CNY 143,571,688.41, down 38.44% year-on-year[3] - Cash inflow from operating activities for the first nine months reached $513.52 million, up from $329.59 million in the same period last year, representing a 55.7% increase[21] - Net cash outflow from operating activities was $143.57 million, compared to $103.71 million in the previous year, indicating a worsening of 38.5%[21] - Investment activities generated a net cash inflow of $64.01 million, a significant recovery from a net outflow of $9.52 million in the same period last year[22] - Total cash inflow from financing activities was $197.00 million, compared to $127.04 million in the previous year, marking a 55% increase[22] - Net cash outflow from financing activities was $61.53 million, a decrease from $70.34 million in the same period last year, showing an improvement of 12.2%[22] - The ending cash and cash equivalents balance was $457.92 million, up from $423.45 million at the end of the previous year, reflecting a 8.1% increase[22] Shareholder Information - Total number of common shareholders at the end of the reporting period is 54,341[9] - The largest shareholder, Chengdu Borui Investment Holding Group Co., Ltd., holds 255,519,676 shares, accounting for 23.37% of total shares[9] - The second largest shareholder, Chengdu Media Group, holds 133,612,937 shares, representing 12.22% of total shares[9] - The company has no significant changes in the top ten shareholders or their shareholding status due to securities lending[10] Operational Insights - Non-recurring gains and losses for the period amounted to CNY 502.19, significantly lower than the previous year's CNY 7,407,194.47[6] - Research and development expenses for the first three quarters of 2025 were CNY 22,688,515.00, down from CNY 34,612,484.72 in 2024, indicating a reduction of about 34.5%[16] - The company reported a financial expense of CNY 3,025,302.75, significantly higher than CNY 113,016.24 in the previous year, marking an increase of approximately 2,580.5%[16] - There are no other significant reminders regarding the company's operational status during the reporting period[11] Current Assets - Total current assets as of September 30, 2025, amount to ¥1,206,056,246.74, a decrease from ¥1,233,442,346.88 as of December 31, 2024[12] - Cash and cash equivalents are reported at ¥488,047,781.12, down from ¥510,917,087.26[12] - Accounts receivable increased to ¥397,581,112.84 from ¥316,252,197.72, indicating a growth of approximately 25.7%[12] - Inventory decreased to ¥62,532,321.71 from ¥69,419,276.35, a decline of about 9.3%[12] - Long-term equity investments rose to ¥487,995,552.38 from ¥479,824,240.29, reflecting an increase of approximately 1.5%[12]

Market Overview - The education sector increased by 0.2% on October 29, with Chuangye Heima leading the gains [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] Individual Stock Performance - Chuangye Heima (300688) closed at 30.40, up 6.70% with a trading volume of 123,500 shares and a turnover of 361 million yuan [1] - China High-Tech (600730) closed at 10.14, up 3.58% with a trading volume of 262,000 shares and a turnover of 266 million yuan [1] - Other notable stocks include: - ST Guohua (600636) at 8.35, up 0.72% [1] - Bo Rui Chuan Bo (600880) at 5.03, up 0.60% [1] - Zhong Gong Education (002607) at 2.73, unchanged [1] - Ang Li Education (600661) at 10.56, down 0.09% [1] - Xue Da Education (000526) at 41.77, down 0.17% [1] - Xing Dong Education (605098) at 40.57, down 0.32% [1] - ST Chuan Zhi (003032) at 6.76, down 0.44% [1] - Guomai Technology (002093) at 11.48, down 0.52% [1] Capital Flow Analysis - The education sector experienced a net outflow of 59.66 million yuan from institutional investors and 33.64 million yuan from retail investors, while retail investors saw a net inflow of 93.31 million yuan [2] - Notable capital flows include: - Chuangye Heima with a net inflow of 36.83 million yuan from institutional investors [3] - China High-Tech with a net inflow of 24.05 million yuan from institutional investors [3] - Xue Da Education with a net inflow of 10.23 million yuan from institutional investors [3] - ST Kaiyuan (300338) saw a net outflow of 2.24 million yuan from institutional investors [3] - Kevin Education (002659) had a net outflow of 3.23 million yuan from institutional investors [3]

Market Overview - The education sector increased by 0.25% on October 27, with Kede Education leading the gains [1] - The Shanghai Composite Index closed at 3996.94, up 1.18%, while the Shenzhen Component Index closed at 13489.4, up 1.51% [1] Individual Stock Performance - Kede Education (300192) closed at 18.20, up 3.59% with a trading volume of 174,800 shares and a turnover of 314 million yuan [1] - Angli Education (600661) closed at 10.94, up 2.72% with a trading volume of 112,300 shares and a turnover of 122 million yuan [1] - Kevin Education (002659) closed at 5.96, up 1.71% with a trading volume of 266,200 shares and a turnover of 159 million yuan [1] - Zhonggong Education (002607) closed at 2.77, up 1.47% with a trading volume of 1,273,200 shares and a turnover of 350 million yuan [1] - ST Kaiyuan (300338) closed at 3.90, up 1.04% with a trading volume of 47,600 shares and a turnover of 18.43 million yuan [1] - ST Chuan Zhi (003032) closed at 6.78, up 0.59% with a trading volume of 40,200 shares and a turnover of 2.71 million yuan [1] - Other notable performances include Chuangye Heima (300688) at 28.52, up 0.42%, and Xueda Education (000526) at 44.25, up 0.41% [1] Capital Flow Analysis - The education sector saw a net inflow of 13.12 million yuan from institutional investors, while retail investors experienced a net inflow of 3.71 million yuan [2] - The overall net outflow from speculative funds was 16.83 million yuan [2] Detailed Capital Flow for Selected Stocks - Zhonggong Education (002607) had a net inflow of 70.96 million yuan from institutional investors, but a net outflow of 34.06 million yuan from speculative funds [3] - Angli Education (600661) saw a net inflow of 18.91 million yuan from institutional investors, with a small net inflow from speculative funds [3] - Kede Education (300192) experienced a net inflow of 8.58 million yuan from institutional investors, but a net outflow from speculative funds [3] - Kevin Education (002659) had a net inflow of 7.01 million yuan from institutional investors, with a net outflow from speculative funds [3] - Xueda Education (000526) faced a net outflow of 2.43 million yuan from institutional investors, but a net inflow from retail investors [3]

2025 年第一次临时股东大会会议文件 博瑞传播 博瑞传播 2025 年第一次临时股东大会现场会议议程 | 序 | 会议议程 | | --- | --- | | 1 | 介绍与会董事、监事、高管及嘉宾 | | 2 | 介绍股东大会秘书处成员名单 | | 3 | 说明参与现场会议的股东资格及持股确认情况 | | 4 宣布 | 2025 年第一次临时股东大会正式开始 | | 议案 5 | 1：关于续聘信永中和会计师事务所(特殊普通合伙)为 2025 年度财务和内部 | | | 控制审计机构的议案 | | 6 议案 | 2：关于取消监事会及修订《公司章程》的议案 | | 7 议案 | 3：关于修订《股东大会议事规则》的议案 | | 8 议案 | 4：关于修订《董事会议事规则》的议案 | | 9 议案 | 5：关于修订《控股股东及实际控制人行为规范》的议案 | | 10 议案 | 6：关于修订《募集资金管理办法》的议案 | | 11 说明 | 2025 年第一次临时股东大会议案表决办法 | | 12 | 宣布计票员名单、通过监票员建议名单 | | 13 | 投票、表决 | | 14 | 宣布表决结果 | | 15 | ...

Core Insights - BoRui Communication's stock increased by 5.25% to 5.21 CNY per share, with a trading volume of 252 million CNY and a market capitalization of 5.696 billion CNY as of October 22 [1] Company Overview - Chengdu BoRui Communication Co., Ltd. is located in Chengdu, Sichuan Province, and was established on November 15, 1995. The company operates in various sectors including education, advertising, gaming, digital cultural creation, small loans, and building leasing [1] - The revenue composition of the company is as follows: software development and hardware integration (53.12%), media business (21.27%), online gaming (15.13%), building leasing (8.58%), and other businesses (1.90%) [1] Shareholder Insights - The top circulating shareholder of BoRui Communication is the Huaxia Fund, which increased its holdings in the Huaxia CSI Animation Game ETF (159869) by 3.5393 million shares, totaling 18.3575 million shares, representing 1.68% of circulating shares. The estimated floating profit today is approximately 4.7729 million CNY [2] - The Huaxia CSI Animation Game ETF (159869) was established on February 25, 2021, with a current scale of 7.073 billion CNY. Year-to-date returns are 44.62%, ranking 698 out of 4218 in its category; the one-year return is 39.95%, ranking 896 out of 3869; and since inception, the return is 44.92% [2] Fund Management - The fund manager of the Huaxia CSI Animation Game ETF (159869) is Lu Ya Yun, who has been in the position for 3 years and 136 days. The total asset scale of the fund is 16.634 billion CNY, with the best return during his tenure being 79.33% and the worst being -31.74% [3][5] Fund Holdings - The Huaxia CSI Animation Game ETF Initiated Link A (012768) holds 99,000 shares of BoRui Communication, accounting for 0.02% of the fund's net value, making it the third-largest holding. The estimated floating profit today is approximately 25,700 CNY [4] - The Huaxia CSI Animation Game ETF Initiated Link A (012768) was established on August 31, 2021, with a current scale of 862 million CNY. Year-to-date returns are 42.42%, ranking 866 out of 4218; the one-year return is 37.68%, ranking 1055 out of 3869; and since inception, the return is 52.73% [4]

Market Overview - On October 17, the education sector declined by 2.68%, with Chuangye Heima leading the drop [1] - The Shanghai Composite Index closed at 3839.76, down 1.95%, while the Shenzhen Component Index closed at 12688.94, down 3.04% [1] Individual Stock Performance - ST Dongshi (603377) closed at 3.52, up 1.15% with a trading volume of 144,200 shares and a turnover of 50.35 million yuan [1] - China High-Tech (600730) closed at 9.00, up 1.01% with a trading volume of 286,600 shares and a turnover of 257 million yuan [1] - Other notable declines include Chuangye Heima (300688) down 6.53% to 27.61, and Kede Education (300192) down 5.26% to 17.10 [2] Capital Flow Analysis - The education sector experienced a net outflow of 284 million yuan from institutional investors, while retail investors saw a net inflow of 254 million yuan [2] - The main capital inflow and outflow for selected stocks indicate varying investor sentiment, with ST Guohua (600636) seeing a significant net outflow of 490,420 yuan from institutional investors [3] Summary of Key Stocks - ST Dongshi (603377) had a net outflow of 755,840 yuan from institutional investors, while retail investors contributed a net inflow of 368,000 yuan [3] - ST Ka Yuan (300338) and All-in-One Education (300359) also showed negative net inflows from institutional investors, indicating a cautious outlook among larger investors [3]

Group 1 - The company has proposed to reappoint Xinyong Zhonghe Accounting Firm as the financial and internal control audit institution for the year 2025 [1][9] - The board of directors approved the proposal with a unanimous vote of 7 in favor, 0 abstentions, and 0 against during the 48th meeting of the 10th board on October 16, 2025 [9][16] - The proposal is subject to approval at the company's first extraordinary general meeting of shareholders in 2025 [9][13] Group 2 - Xinyong Zhonghe Accounting Firm was established on March 2, 2012, and has 259 partners and 1,780 registered accountants as of December 31, 2024 [2] - The firm reported a total revenue of 4.054 billion yuan for 2024, with audit services generating 2.587 billion yuan and securities services contributing 976 million yuan [2] - The firm has audited 383 listed companies in 2024, with total fees amounting to 471 million yuan [2] Group 3 - The audit fee for the financial report and internal control audit for 2025 is set at 1.23 million yuan, unchanged from the previous year [7] - The audit committee recommended the reappointment based on the firm's rigorous and objective work during the previous audit period [8] Group 4 - The company plans to cancel its supervisory board and amend its articles of association to enhance corporate governance [28] - The proposed amendments include transferring the supervisory board's responsibilities to the audit committee and revising shareholder proposal thresholds [30][28]

第二条 董事会向股东会负责，对公司发展目标和重大经营活动进行决策。 董事会依据《公司章程》的规定，履行职责，公平对待所有股东，并关注其他利 益相关者的利益。 第三条 公司董事会秘书负责董事会会议的组织和筹备工作，包括安排会议 议程、准备会议文件、组织会议召开、负责会议记录、起草会议决议以及信息披 露、文件归档等工作。 第二章 董事会会议的召集及通知程序 第四条 公司董事会会议分定期会议和临时会议。 第五条 董事会定期会议每年至少召开二次，由董事长召集，于会议召开十 日前通知全体董事和总经理。 第六条 有下列情形之一的，董事长应在十日内召集临时董事会会议： 董事会议事规则 （2025 年 10 月修订） 第一章 总则 第一条 为健全和规范成都博瑞传播股份有限公司（以下简称"公司"）董 事会议事和决策程序，建立和完善公司法人治理结构，确保董事会决策科学化、 制度化，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 章程指引》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》等有关法律法规和《成都博瑞传播股份有限公司章 程》（以下简称《公司章程》）的有关规定， ...

股东会议事规则 （2025 年 10 月修订） 公司在上述期限内不能召开股东会的，应当报告中国证券监督管理委员会四 川监管局和上海证券交易所，说明原因并公告。 第五条 公司召开股东会，应当聘请律师对以下问题出具法律意见并公告： （一）会议的召集、召开程序是否符合法律、行政法规、《公司章程》和本 规则的规定； （二）出席会议人员的资格、召集人资格是否合法有效； （三）会议的表决程序、表决结果是否合法有效； 第一章 总则 第一条 为规范成都博瑞传播股份有限公司（以下简称"公司"）行为，保 证股东会依法行使职权，根据《中华人民共和国公司法》（以下简称《公司法》）、 《中华人民共和国证券法》《上市公司治理准则》《上市公司股东会规则》《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》和《成都博瑞传播股 份有限公司章程》（以下简称《公司章程》）的规定，制定本规则。 第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关 规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《 ...