安徽新华传媒股份有限公司 601801 2025 年第一次临时股东大会 会议材料 二〇二五年九月十六日召开 目 录 一、会议须知 二、会议议案 议案 1：《公司关于取消监事会并修订<公司章程>的议案》 议案 6：《公司关于修订<关联交易管理制度>的议案》 议案 7：《公司关于修订<利润分配管理制度>的议案》 议案 8：《公司关于修订<董事及高级管理人员薪酬管理 办法>的议案》 议案 9：《公司关于续聘会计师事务所的议案》 议案 2：《公司关于修订<股东会议事规则>的议案》 议案 3：《公司关于修订<董事会议事规则>的议案》 议案 4：《公司关于修订<独立董事管理办法>的议案》 议案 5：《公司关于修订<募集资金使用管理办法>的议案》 1 会 议 须 知 为了维护安徽新华传媒股份有限公司(以下简称本公司、 公司)全体股东的合法权益，确保本次股东大会的正常秩序 和议事效率，保证大会顺利进行，依据有关法律法规、《公 司章程》以及公司《股东大会议事规则》的有关规定，特制 定本须知，请参会人员认真阅读。 一、为保证本次大会正常进行，除出席现场会议的股东 及股东代理人（以下简称股东）、董事、监事、高级管理人 员、公司聘请 ...

Core Viewpoint - The company reported a decline in revenue for the first half of 2025, with a year-on-year decrease of 12%, while net profit increased by 17% [1] Financial Performance - 25H1 revenue was 4.593 billion yuan, with a net profit of 678 million yuan and a non-recurring net profit of 559 million yuan [1] - 25Q2 revenue was 1.844 billion yuan, with a net profit of 292 million yuan and a non-recurring net profit of 225 million yuan [1] - The company's gross margin for 25H1 was 22.6%, down 2.28 percentage points year-on-year, and for 25Q2 it was 18.6%, down 2.91 percentage points year-on-year [2] Business Segmentation - In 25H1, education service revenue was 4.1 billion yuan, down 14% year-on-year, with textbook revenue down 7.9% and general books and audiovisual products down 18% [2] - Modern logistics revenue was 1.7 billion yuan, down 3% year-on-year, while educational equipment and sports supplies revenue was 500 million yuan, down 47% year-on-year [2] Cost Management - The company has been actively managing costs, with sales, management, and R&D expense ratios for 25H1 at 6.58%, 5.37%, and 0.23%, respectively [2] - For 25Q2, these ratios were 5.96%, 6.24%, and 0.39%, indicating a continued focus on cost control [2] Future Outlook - The company maintains a positive outlook on its core business due to its licensing advantages and stable attributes [3] - New business initiatives include digital transformation of bookstores, smart education platforms, and game development, which are expected to enhance long-term revenue potential [3] Investment Recommendation - The company is expected to see net profits of 780 million, 810 million, and 830 million yuan for 2025, 2026, and 2027, respectively, with growth rates of 10%, 4%, and 2% [3] - The target market capitalization is set at 14 billion yuan, with a target price of 7.2 yuan, maintaining a "recommended" rating [3]

Core Viewpoint - The report highlights that despite a decline in revenue for the first half of 2025, the company achieved a year-on-year increase in net profit due to reduced tax expenses and increased fair value gains from investments [1][2]. Financial Performance - In H1 2025, the company reported revenue of 4.593 billion, a year-on-year decrease of 11.90%. However, net profit attributable to shareholders was 678 million, reflecting a year-on-year increase of 17.19%. The net profit after deducting non-recurring items was 559 million, down 8.33% year-on-year [1]. - For Q2 2025, revenue was 1.844 billion, a decline of 19.28% year-on-year, while net profit was 292 million, an increase of 2.38% year-on-year. The net profit after deducting non-recurring items was 225 million, down 23.57% year-on-year [1]. Tax Impact and Fair Value Gains - The increase in net profit was primarily due to a significant reduction in income tax expenses, which fell to 9.95 million from 178 million in the same period last year. This was a result of a policy extension allowing certain cultural enterprises to be exempt from corporate income tax until December 31, 2027 [2]. - Additionally, fair value gains increased to 83 million from a loss of 32 million in the previous year, driven by higher returns from investment products and changes in the value of non-current financial assets [2]. Development in Smart Education - The company is actively integrating AI technology into educational scenarios, developing various digital education products. Notable initiatives include the Wanmei Education Platform, which processed online payments of 519 million and sales of 91.74 million in H1 2025, with a total user base of 7.4 million [3]. - Other projects include the Wanxin Research Study mini-program, which launched 63 routes, and the Wanxin Digital Picture Book Library, which offers tailored digital learning experiences for children using AI and big data [3]. Profit Forecast and Valuation - The company is expected to maintain stable operations, with the impact of tax expenses on performance eliminated. Future revenue projections for 2025-2027 are 9.61 billion, 9.98 billion, and 10.38 billion, respectively, with corresponding growth rates of -10.6%, 3.80%, and 4.05%. Net profit forecasts for the same period are 798 million, 835 million, and 892 million, with growth rates of 13.3%, 4.52%, and 6.90% [4].

Core Viewpoint - The publishing industry is experiencing a decline in revenue but an increase in net profit, indicating a shift in operational dynamics and reliance on specific segments like educational materials [1][9]. Revenue Summary - Total revenue for publishing companies in the first half of 2025 was 65.192 billion yuan, a decrease of 7.9% year-on-year [1]. - Five companies exceeded 5 billion yuan in revenue, with Phoenix Media leading at 7.113 billion yuan, followed by Central South Media at 6.335 billion yuan [2]. - Among the 10 companies with revenue between 1 billion and 5 billion yuan, only three reported year-on-year growth, indicating a broader decline in revenue across the sector [2]. Profit Summary - Net profit for the publishing sector reached 8.224 billion yuan, an increase of 9.29% year-on-year, with 10 companies reporting net profits exceeding 1 billion yuan [1][3]. - Central South Media entered the "10 billion club" with a net profit of 1.017 billion yuan, while Phoenix Media maintained its lead with 1.586 billion yuan [2][3]. - The number of companies with net profit growth has increased, with notable growth rates such as Central South Media's 50.39% increase [2][3]. Non-Operating Profit Summary - Excluding non-recurring items, Phoenix Media led with a non-operating profit of 1.514 billion yuan, followed by Central South Media at 0.995 billion yuan [3][4]. - Among the 13 companies reporting non-operating profits, only three experienced a decline, while the rest saw growth of over 10% [3][4]. Company Type Analysis - Comprehensive publishing companies, which include publishing and distribution, showed a revenue decline with only one company reporting growth, while 10 maintained profit growth [5]. - Pure publishing companies, such as Times Publishing and China Publishing, reported revenue and profit growth, particularly benefiting from educational materials [6]. - The digital publishing sector, represented by companies like iReader Technology and Chinese Online, faced challenges with significant profit declines despite revenue growth [10]. Tax Policy Impact - The continuation of tax exemption policies for certain publishing companies has significantly contributed to profit growth, with companies like Central South Media and Zhejiang Publishing reporting substantial increases in net profit due to these policies [7][8]. Market Trends and Challenges - The publishing industry is facing challenges from changing consumer demands, particularly in the educational materials sector, which has been a traditional revenue driver [12][14]. - Companies are increasingly focusing on digital transformation and innovative business models to adapt to market changes, with many investing in new content and technology [15][18]. Financial Management - Many publishing companies are utilizing idle funds for financial management, indicating a cautious approach to capital allocation amid operational challenges [17][18]. - The total cash and cash equivalents held by the 28 publishing companies reached 58.1 billion yuan, highlighting the need for effective capital utilization to drive innovation [18].

Group 1 - The core point of the article is that 安徽新传媒 (Anhui Xinhua Media) announced the convening of its fourth board meeting on August 28, 2025, to review its 2025 semi-annual report and other documents [1] - For the year 2024, the revenue composition of 安徽新传媒 is as follows: general book sales account for 40.62%, supply chain and logistics services account for 36.94%, textbook sales account for 15.45%, other businesses account for 3.49%, and multimedia business accounts for 1.67% [1]

Group 1 - The company, Wanxin Media, announced on August 29 that it plans to reappoint Tianjian Accounting Firm (Special General Partnership) as its financial audit and internal control audit institution for the fiscal year 2025 [2]

Group 1 - The company, Wanxin Media (601801), announced that it will hold its first extraordinary general meeting of shareholders on September 16, 2025 [1] - The agenda for the meeting includes the proposal to cancel the supervisory board and amend the company's articles of association [1] - Additional proposals to be reviewed at the meeting include amendments to the rules of procedure for shareholder meetings [1]

Group 1 - The company reported a total operating revenue of 4.593 billion yuan for the first half of 2025, representing a year-on-year decrease of 11.9% [1] - The net profit attributable to shareholders of the parent company was 678 million yuan, showing a year-on-year increase of 17.19% [1] - The basic earnings per share were 0.35 yuan [1]

证券代码：601801 证券简称：皖新传媒 公告编号：临 2025-032 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： 一、董事会会议召开情况 （一）安徽新华传媒股份有限公司（以下简称公司）第四届董事会第四十次 会议（以下简称本次会议）的召开符合《公司法》和《公司章程》等有关法律法 规的规定。 （二）公司于 2025 年 8 月 18 日向董事、监事和高管以电子邮件等方式发出 召开本次会议的通知。 安徽新华传媒股份有限公司 第四届董事会第四十次会议决议公告 （三）公司于 2025 年 8 月 28 日以现场结合通讯方式在皖新文化广场 49 楼 会议室召开本次会议。 （四）本次会议应到董事 7 人，实到董事 7 人。 （五）本次会议由董事长张克文先生主持，公司监事和高管等人员列席了会 议。 二、董事会会议审议情况 （一）审议《公司 2025 年半年度报告全文及摘要》 具体内容详见2025年8月30日刊登在上海证券交易所网站（www.sse.com.cn） 及《中国证券报》《上海证券报》《证券时报》《证券日报》 ...

（二）公平、公正、公开的原则； （三）不损害公司及非关联股东合法权益的原则； 安徽新华传媒股份有限公司 关联交易管理制度 第一章 总则 第一条 为进一步规范安徽新华传媒股份有限公司（以 下简称公司）关联交易行为，提高公司规范运作水平，明确 管理职责和分工，维护公司股东和债权人的合法权益，保护 中小投资者的合法利益，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》（以下简 称《证券法》）、《上海证券交易所股票上市规则》（以下 简称《股票上市规则》）、《上海证券交易所上市公司自律 监管指引第5号——交易与关联交易》等法律法规、规范性 文件及《公司章程》等的规定，制定本制度。 第二条 公司与关联人进行交易时，应遵循以下基本原 则： （一）平等、自愿、等价、有偿的原则； （四）关联股东及董事回避的原则； （五）关联交易的价格原则上应不偏离市场独立第三方 的标准，对于难以比较市场价格或定价受到限制的关联交易， 应通过合同明确有关成本和利润的标准；公司应对关联交易 的定价依据予以充分披露。 第三条 本公司控股子公司发生的关联交易，视同本公 1 司的行为，适用本制度的规定。 控股子公司是指公司 ...