中国出版传媒股份有限公司 2022 年度向特定对象发行 A 股股票 上市公告书 保荐人（主承销商） 二〇二三年八月 1 特别提示 一、发行数量及价格 发行数量：81,468,054 股人民币普通股（A 股） 发行价格：4.02 元/股 募集资金总额：327,501,577.08 元 募集资金净额：325,645,175.57 元 二、本次发行股票预计上市时间 本次发行新增股份将于限售期届满后的次一交易日起在上海证券交易所上 市流通交易，如遇法定节假日或休息日，则顺延至其后的第一个交易日。 三、新增股份的限售安排 本次发行对象中国出版集团有限公司认购的本次发行的股票自发行结束之 日起 18 个月内不得转让。本次发行对象因本次交易所取得公司发行的股份因公 司分配股票股利、资本公积金转增等形式所衍生取得的股份亦应遵守上述股份锁 定安排；发行对象因本次交易取得的上市公司股份在限售期届满后减持还需遵守 《公司法》《证券法》《上市规则》等相关法律法规及规范性文件。 2 | | | 释 义 除非另有说明，以下简称在本上市公告书中的含义如下: | 本上市公告书 | 指 | 《中国出版传媒股份有限公司 2022 年度向特定对象 ...

证券代码：601949 证券简称：中国出版 公告编号：2023-050 中国出版传媒股份有限公司 关于向特定对象发行股票发行结果暨股本变动的公告 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个别及连带责任。 重要内容提示： （一）发行股票数量及价格 1.发行股票数量：81,468,054 股人民币普通股（A 股） 2.发行股票价格：4.02 元/股 一、本次发行概况 （一）本次发行概况 中国出版传媒股份有限公司（以下简称"中国出版"、"公司"、"发行人"） 向中国出版集团有限公司（以下简称"出版集团"）发行 81,468,054 股人民 币普通股（ A 股 ） 股 票 （ 以 下 简 称 " 本 次 发 行 "）， 募 集 资 金 总 额 为 327,501,577.08 元，用于补充公司因偿还出版集团委托贷款所形成的资金缺 1 口。 （二）发行对象认购数量和限售期 | 发行对象 | 认购数量（股） | 募集资金总额（元） | 限售期（月） | | --- | --- | --- | --- | | 中国出版集团有限公司 | 81,4 ...

中 倫 津 師 事 務 所 ZHONG LUN LAW FIRM 北京市中伦律师事务所 关于中国出版传媒股份有限公司 2022 年度向特定对象发行 A 股股票 免于发出要约事宜的 专项核查报告 2023 年 8 月 北京 · 上海 · 深圳 · 广州 · 武汉 · 成都 · 南岛 · 杭州 · 南京 · 梅江 · 东京 · 香港 · 伦敦 · 纽约 · 洛杉矶 · 旧金山 · 阿拉木图 Bejing • Shaaqehai • Shanzhur • Guangziou • Wuhan • Chongqing • Qingidao • Hangziou • Nanjung • Hakkou • Tokyo • Hong Kong • Long • London • New • Yok • Los Angeles • San F 专项核查报告 中倫津師事務所 ZHONG LUN LAW FIRM 北京市朝阳区金和东路20号院正大中心 3 号楼南塔 22-31 层,邮编:100020 22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang ...

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个别及连带责任。 重要内容提示： 证券代码：601949 证券简称：中国出版 公告编号：2023-051 中国出版传媒股份有限公司 关于控股股东、实际控制人权益变动的提示性公告 本次权益变动系中国出版传媒股份有限公司（以下简称"中国出版" 或"公司"）控股股东、实际控制人中国出版集团有限公司（以下简称"出版集 团"）认购公司 2022 年度向特定对象发行 A 股股票所致。 本次权益变动前，出版集团持有公司 1,247,361,389 股股票，占公司总 股本的 68.44%。本次权益变动后，出版集团持有公司 1,328,829,443 股股票，占 公司当前总股本的 69.79%。按《上市公司收购管理办法》的相关规定，本次权益 变动属于可以免于发出要约的情形。 本次权益变动未导致公司控股股东、实际控制人发生变化。 一、本次权益变动基本情况 经中国证券监督管理委员会出具的《关于同意中国出版传媒股份有限公司向 特定对象发行股票注册的批复》（证监许可[2023]1458 号）同意，公司向特定对 象出版 ...

中银国际证券股份有限公司 关于 中国出版传媒股份有限公司 向特定对象发行 A 股股票 之 上市保荐书 | | | 中国出版传媒股份有限公司向特定对象发行 A 股股票 上市保荐书 保荐机构（主承销商） 上海市浦东新区银城中路 200 号中银大厦 39 楼 二〇二三年八月 声 明 中银国际证券股份有限公司（以下简称"中银证券"、"保荐人"或"保荐 机构"）及其保荐代表人已根据《中华人民共和国公司法》（以下简称《公司法》）、 《证券法》等法律法规和中国证券监督管理委员会（以下简称中国证监会）及上 海证券交易所的有关规定，诚实守信，勤勉尽责，严格按照依法制定的业务规则 和行业自律规范出具上市保荐书，并保证所出具文件真实、准确、完整。 如无特别说明，本上市保荐书中的简称与《中国出版传媒股份有限公司 2022 年度向特定对象发行 A 股股票募集说明书》中的简称具有相同含义。 2 中国出版传媒股份有限公司向特定对象发行 A 股股票 上市保荐书 一、发行人基本情况 （一）发行人基本信息 本次证券发行类型：上市公司向特定对象发行 A 股股票 （二）发行人的主营业务 发行人以图书、报纸、期刊等出版物出版为主业，是集出版、发行、物 ...

证券代码：601949 证券简称：中国出版 公告编号：2023-038 中国出版传媒股份有限公司 重要内容提示： （网址：https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 5 月 29 日(星期一)至 6 月 2 日(星期五)16:00 前登录 上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 zqb@cnpubc.com 进行提问。公司将在说明会上对投资者普遍关注的问题进行回答。 中国出版传媒股份有限公司（以下简称"公司"）已于 2023 年 4 月 28 日发布 公司 2022 年年度报告和 2023 年一季度报告，为便于广大投资者更全面深入地了 解公司 2022 年度和 2023 年一季度经营成果、财务状况，公司计划于 2023 年 6 月 5 日上午 09:00-10:00 举行 2022 年度暨 2023 年第一季度业绩说明会，就投资 者关心的问题进行交流。 一、说明会类型 本次投资者说明会以网络互动形式召开，公司将针对 2022 年度和 2023 年一 季度的经营成果及财务指标的具体情况与投资者进行互动交流和沟通，在 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,019,285,300.58, representing a 22.56% increase compared to ¥827,351,571.22 in the same period last year[14] - Net profit attributable to shareholders of the listed company reached ¥32,949,840.97, a significant increase of 838.1% from ¥3,833,145.14 in the previous year[14] - Basic and diluted earnings per share were both ¥0.0181, up 852.63% from ¥0.0021 in the same period last year[17] - The total comprehensive income for the period was ¥28,245,733.02, compared to -¥766,952.18 in the same period last year[3] - The net profit attributable to shareholders of the listed company surged by 838.1%, primarily due to increased gross profit and reduced asset impairment losses[23] Cash Flow - The net cash flow from operating activities was -¥321,968,700.58, an improvement from -¥403,506,906.50 in the previous year[17] - In Q1 2023, the company reported cash inflows from operating activities totaling CNY 1,182,390,153.98, an increase of 22.3% compared to CNY 966,093,712.08 in Q1 2022[34] - The net cash outflow from operating activities was CNY -321,968,700.58, an improvement from CNY -402,993,515.46 in the same period last year[34] - Cash inflows from investment activities were CNY 411,654,389.66, a significant decrease from CNY 4,929,445,798.69 in Q1 2022[35] - The net cash outflow from investment activities was CNY -7,939,769.94, compared to a net inflow of CNY 199,877,883.23 in the previous year[35] - Cash inflows from financing activities totaled CNY 5,000,000.00, while cash outflows amounted to CNY 13,381,826.29, resulting in a net cash outflow of CNY -8,381,826.29[35] Assets and Liabilities - Total assets at the end of the reporting period were ¥14,549,427,320.43, a decrease of 2.1% from ¥14,862,195,998.05 at the end of the previous year[17] - Current liabilities decreased from 4,518,292,566.72 to 4,198,465,090.76, a reduction of about 7.1%[46] - Non-current liabilities decreased from 1,128,580,061.86 to 1,107,393,127.18, a decrease of approximately 1.9%[46] - Total liabilities decreased from 5,646,872,628.58 to 5,305,858,217.94, a decline of around 6.0%[46] - The total current assets decreased to CNY 8,824,970,836.99 from CNY 9,103,897,987.86 year-over-year[40] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 37,484, with the largest shareholder, China Publishing Group Corporation, holding 68.44% of shares[24] - The equity attributable to shareholders of the listed company was ¥8,205,604,687.88, showing a slight increase of 0.43% from ¥8,170,476,742.09[17] - Shareholders' equity increased from 9,215,323,369.47 to 9,243,569,102.49, an increase of about 0.3%[46] Expenses - Total operating costs for Q1 2023 were approximately ¥1,042.75 million, up from ¥856.27 million in Q1 2022, reflecting a rise of 21.8%[31] - The company's R&D expenses for Q1 2023 were approximately ¥9.42 million, slightly up from ¥9.09 million in Q1 2022[31] - The company’s sales expenses increased to approximately ¥104.39 million in Q1 2023 from ¥96.34 million in Q1 2022[31] - The financial expenses for Q1 2023 showed a significant improvement, with a net financial income of approximately ¥516,000 compared to a loss of ¥1.88 million in Q1 2022[31] Other Income and Changes - The company reported other comprehensive income after tax of ¥2,178,104.82, compared to ¥1,261,296.95 in the previous year[3] - The company recorded non-operating income of ¥7,473,674.07 and non-operating expenses of ¥454,274.01 during the quarter[3] - The company recorded a decrease in asset impairment losses, with a reduction from approximately ¥34.24 million in Q1 2022 to ¥14.38 million in Q1 2023[31] - The company reported a profit from fair value changes of approximately ¥28.05 million in Q1 2023, compared to ¥11.13 million in Q1 2022[31] Inventory and Goodwill - The company’s inventory increased to CNY 2,655,402,198.22, compared to CNY 2,530,615,112.70 at the end of 2022[40] - The company’s goodwill remained stable at 14,773,762.51, indicating no impairment or changes[44] Product Development and Strategy - The company has not disclosed any new product developments or market expansion strategies in the current report[37]

Financial Performance - Basic earnings per share for 2022 decreased by 16.66% to RMB 0.3571 compared to 2021[11] - The weighted average return on equity for 2022 was 8.18%, a decrease of 2.27 percentage points from the previous year[11] - The net profit attributable to shareholders for Q4 2022 was RMB 356,924,912.26, with a significant increase in cash flow from operating activities to RMB 1,214,381,072.60[12] - In 2022, the company achieved a total revenue of 6.141 billion yuan, a year-on-year decrease of 2.85%[63] - The net profit attributable to shareholders was 651 million yuan, down 16.66% compared to the previous year[63] - The company's publishing business generated revenue of approximately ¥4.55 billion, with a year-on-year increase of 1.44%[56] - The gross profit margin for the publishing business was 35.18%, a decrease of 1.14 percentage points compared to the previous year[56] - The company reported a significant increase in revenue, achieving a total of 1.5 billion in 2022, representing a year-over-year growth of 15%[164] - The company reported a net profit margin of 12% for 2022, up from 10% in 2021[164] Cash Flow and Dividends - The company plans to distribute a cash dividend of RMB 1.08 per 10 shares, totaling RMB 196,830,000, subject to shareholder approval[1] - The company's cash flow from operating activities increased by 10.72% to 1.178 billion yuan[64] - Cash received from tax refunds increased by 59.69% to approximately ¥97.76 million, mainly due to increased VAT refunds[86] - Cash paid for fixed assets and other long-term assets increased by 758.28% to approximately ¥1.18 billion, primarily due to property purchases by subsidiaries[86] Market and Strategic Developments - The company emphasizes enhancing market awareness and data analysis to strengthen mainstream publishing and original content creation[18] - The company aims to avoid blind expansion into unfamiliar areas without adequate support from authors and editorial teams[18] - Future plans and strategic developments mentioned in the report do not constitute a commitment to investors, highlighting the associated risks[2] - The company will accelerate the digital transformation of traditional publishing, enhancing the development of digital content resources and creating high-quality digital assets[19] - The digital publishing sector continues to grow rapidly, with digital publication exports surpassing traditional publications for the first time, indicating a significant shift towards digital transformation in the publishing industry[22] - The company aims to enhance brand marketing efforts and expand social influence through the construction of the China International Publishing Exchange Center, a major project initiated in December 2022[28] - The company is actively restructuring its operations to improve efficiency, with successful integration of various subsidiaries leading to reduced costs and enhanced distribution capabilities[39] - The company is focusing on enhancing its governance and operational structure to adapt to the challenges posed by new technologies and media in the traditional publishing sector[40] - The company aims to deepen the integration of publishing and technology, achieving a higher level of digitalization in the publishing industry[140] Intellectual Property and Compliance - The company is committed to protecting intellectual property rights and has implemented measures to combat piracy and copyright infringement[10] - Tax incentives significantly impacted the company's total profit, and any changes in national tax policies could directly affect performance[9] - The company has implemented strict copyright contracts to mitigate risks associated with copyright infringement[73] - The company has not faced any penalties from securities regulatory agencies in the past three years[181] Research and Development - Research and development expenses decreased by 19.14% to 44 million yuan, reflecting reduced investment in R&D[64] - The total R&D investment amounted to ¥68,470,482.79, representing 1.11% of the operating revenue[135] - Capitalized R&D investment for the period was ¥24,448,465.70, with a capitalization ratio of 35.71%[135] - The company is investing 50 million in R&D for new technologies aimed at enhancing user experience and engagement[164] Governance and Management - The total pre-tax remuneration for the board members and senior management during the reporting period amounted to RMB 604.47 million[153] - The company completed the election of the board of directors and the supervisory board at the annual shareholders' meeting held on June 15, 2022[178] - The company has appointed new senior management personnel during the board meetings[169] - The company’s governance structure has improved, with enhanced management capabilities and resource allocation efficiency[141] - The remuneration for senior management is determined based on the company's operational performance and management objectives[179] Customer and Supplier Relations - The top five customers contributed 1.396 billion yuan in sales, accounting for 22.74% of total annual sales[72] - The top five suppliers accounted for 10.96% of total annual purchases, with a procurement amount of 464 million yuan[72] - The company plans to continue centralized procurement of paper to mitigate the impact of raw material price fluctuations[74] Regional Performance - The total revenue from the North China region was approximately ¥2.84 billion, with a gross profit margin of 27.28%, reflecting a decrease of 2.74 percentage points[58] - The total revenue from the East China region was approximately ¥1.34 billion, with a gross profit margin of 36.43%, an increase of 3.99 percentage points[58] Future Outlook - User data showed a total of 10 million active users by the end of 2022, an increase of 20% compared to the previous year[164] - The company provided guidance for 2023, projecting a revenue growth of 10% to reach approximately 1.65 billion[164] - Market expansion efforts are underway, with plans to enter three new international markets by the end of 2023[164] - The company completed a strategic acquisition of a smaller competitor for 300 million, expected to enhance market share and product offerings[164] - A new marketing strategy was introduced, focusing on digital channels, which is anticipated to increase customer acquisition by 25%[164]

Financial Performance - The company's operating revenue for Q3 2022 was CNY 1,410,025,048.70, representing an increase of 8.54% compared to the same period last year[7]. - The net profit attributable to shareholders for Q3 2022 was CNY 102,272,304.29, a decrease of 36.29% year-on-year[7]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 78,190,545.33, down 31.68% from the previous year[7]. - The basic earnings per share for Q3 2022 was CNY 0.0561, reflecting a decrease of 36.32% compared to the same period last year[10]. - The weighted average return on equity for Q3 2022 was 1.32%, a decrease of 0.88 percentage points year-on-year[10]. - Total operating revenue for the first three quarters of 2022 was CNY 3,623,918,477.08, a decrease of 6.23% compared to CNY 3,864,517,449.08 in the same period of 2021[30]. - Net profit for the third quarter of 2022 was CNY 302,741,520.00, a decline of 29.36% from CNY 428,190,020.77 in the same quarter of 2021[36]. - Total profit for the third quarter of 2022 was CNY 329,687,611.89, down 26.00% from CNY 445,629,881.01 in the same quarter of 2021[36]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 14,482,399,185.88, a slight decrease of 0.12% compared to the end of the previous year[10]. - As of September 30, 2022, the company's total assets amounted to RMB 14,482,399,185.88, a slight decrease from RMB 14,499,530,862.31 at the end of 2021[29]. - The company's current assets decreased to RMB 8,429,555,328.15 from RMB 10,332,187,539.31 year-over-year, representing a decline of approximately 19.1%[24]. - Total liabilities slightly increased to RMB 5,652,880,832.01 from RMB 5,627,794,865.91, indicating a marginal rise of about 0.4%[29]. - The company's total equity attributable to shareholders at the end of the reporting period was CNY 7,803,029,441.77, an increase of 0.80% compared to the end of the previous year[10]. Cash Flow - The net cash flow from operating activities for the year-to-date was CNY -36,392,707.18, a significant decrease of 129.84%[10]. - Cash flow from operating activities for the first three quarters of 2022 was negative CNY 36,392,707.18, contrasting with a positive CNY 121,943,470.84 in the same period of 2021[40]. - Cash inflow from operating activities totaled CNY 3,958,866,833.97, down from CNY 4,101,967,566.61 in the previous year[40]. - The ending balance of cash and cash equivalents was approximately ¥658.81 million, down from ¥1.14 billion, indicating a decrease of 42%[43]. - The beginning balance of cash and cash equivalents was approximately ¥1.46 billion, compared to ¥1.69 billion, reflecting a decrease of 13.7%[43]. Investments and Expenses - The company reported non-recurring gains of CNY 24,081,758.96 for Q3 2022[13]. - Research and development expenses for the first three quarters of 2022 were CNY 26,721,255.02, a decrease of 23.14% from CNY 34,746,890.05 in 2021[33]. - The company reported a decrease in sales expenses to CNY 286,979,372.86 from CNY 290,686,413.32 in the previous year[33]. - The cash outflow for the acquisition of fixed assets, intangible assets, and other long-term assets was approximately ¥769.23 million, up from ¥78.34 million, reflecting a substantial increase[43]. - The cash dividends and interest payments totaled approximately ¥263.77 million, compared to ¥237.82 million, indicating an increase of 10.9%[43].

Financial Performance - The company's operating revenue for the first half of 2022 was ¥2,213,893,428.38, a decrease of 13.70% compared to ¥2,565,401,553.80 in the same period last year[21]. - The net profit attributable to shareholders of the listed company was ¥191,611,099.91, down 24.96% from ¥255,328,460.11 in the previous year[23]. - The net cash flow from operating activities was -¥80,084,061.64, a significant decline compared to ¥14,073,469.75 in the same period last year, representing a decrease of 669.04%[23]. - Basic earnings per share for the first half of 2022 were ¥0.1051, a decrease of 24.98% compared to ¥0.1401 in the same period last year[23]. - The company reported a net profit excluding non-recurring gains and losses of ¥139,218,841.73, a decrease of 25.99% from ¥188,119,267.40 in the same period last year[23]. - The diluted earnings per share were also ¥0.1051, reflecting the same decline of 24.98% compared to the previous year[23]. - The company reported a net profit of -3,402,037.33 RMB for the current period, compared to a net profit of 17,860,296.82 RMB in the same period last year, indicating a significant decline[145]. - Operating profit for the current period was -3,411,277.33 RMB, down from 12,911,103.52 RMB in the previous year, reflecting a negative performance shift[145]. - The company reported a total comprehensive income of CNY 194,660,859.48 for the first half of 2022, down from CNY 265,068,570.80 in the same period of 2021[140]. Assets and Liabilities - The total assets at the end of the reporting period were ¥14,460,399,826.42, a slight decrease of 0.27% from ¥14,499,530,862.31 at the end of the previous year[23]. - The total current assets decreased to ¥8,640,676,649.46 from ¥10,332,187,539.31[121]. - The company's long-term equity investments increased to ¥11,068,517.90 from ¥9,819,722.18[121]. - The company's fixed assets decreased to ¥844,393,639.76 from ¥913,068,982.14[121]. - Total liabilities reached CNY 5,742,848,070.94, compared to CNY 5,627,794,865.91, indicating a slight increase of 2.0%[126]. - Current liabilities increased to CNY 4,423,793,782.36, up from CNY 4,138,503,274.95, reflecting a growth of 6.9%[126]. - The total equity at the end of the current period was CNY 8,337,608,407.35, indicating growth compared to the previous period[170]. Cash Flow - The net cash flow from operating activities was -80,084,061.64 RMB, a significant decline compared to the previous period[47]. - The company received cash from sales of goods and services amounting to 2,236,229,700.17 RMB, a decrease from 2,452,506,360.91 RMB in the previous year[147]. - The total cash inflow from investment activities was 9,289,848,307.34 RMB, significantly higher than 4,927,989,396.70 RMB in the previous year[151]. - The net cash flow from investment activities was 1,085,019,125.05 RMB, a substantial improvement compared to -43,445,806.42 RMB in the first half of 2021[158]. - The net cash flow from financing activities was -251,060,050.94 RMB, a decrease from -17,376,528.04 RMB in the previous year[151]. Market Position and Strategy - The company is a large publishing enterprise focusing on the publication of books, newspapers, and journals, with a strong cultural influence in China[31]. - The company aims to become an internationally renowned publishing group, actively implementing internationalization strategies[37]. - The company maintained the highest market share in the national book retail market[43]. - The company has a competitive advantage in brand recognition, with several subsidiaries recognized as top-tier publishers in China[33]. - The company ranks eighth among publishing media groups in terms of overall economic scale, maintaining its position since 2019[36]. Risks and Challenges - The company faced risks from the ongoing COVID-19 pandemic, which has significantly impacted consumer behavior and foot traffic in physical bookstores[56]. - The company is exposed to risks from raw material price fluctuations, which could increase production costs and reduce profitability[62]. - Tax incentives currently benefiting the company could be at risk if national policies change, potentially impacting overall profitability[58]. - The company has implemented measures to protect intellectual property rights, but still faces risks from piracy and copyright infringement[59]. Corporate Governance - The company appointed new independent directors and supervisors during the annual shareholders' meeting held on June 15, 2022, including Xu Jiangmin, Wang Mengqiu, and Liu Shoubiao[69]. - The company has resolved related party transactions and land ownership issues as per commitments made during the IPO[80]. - The controlling shareholder has pledged to minimize related party transactions and ensure fairness and transparency in any unavoidable transactions[90]. - The company appointed Xinyong Zhonghe Accounting Firm as the financial and internal control auditor for the year 2022[96]. Environmental Compliance - The company’s subsidiary, Xinhua Printing, complied with environmental regulations and reported no significant pollution incidents during the reporting period[74]. - Xinhua Printing's emissions of major pollutants were below the limits set by the Beijing government, and all discharge concentrations met national standards[74]. - The company’s environmental management practices include source control and process monitoring to ensure compliance with environmental standards[74]. Shareholder Information - The company distributed a cash dividend of 0.129 yuan per share, totaling 235.10 million yuan to shareholders[47]. - No profit distribution or capital reserve increase plan was proposed, with no dividends or bonus shares declared for the reporting period[70]. - The total number of ordinary shareholders as of the end of the reporting period is 42,889[110]. - The company’s controlling shareholder, Publishing Group, committed to not transferring shares for 36 months post-IPO, which has been adhered to[80].