证券代码：600373 证券简称：中文传媒 公告编号：临2025-077 中文天地出版传媒集团股份有限公司 2025年第三次临时股东会决议公告 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： ■ （四）表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会采用现场投票和网络投票相结合的表决方式，会议的召集、召开以及表决方式符合《公司 法》及《公司章程》等有关规定。本次会议由公司董事会召集，董事长凌卫因另有事务未能现场出席会 议，根据《公司章程》相关规定，由副董事长吴卫东主持本次会议。 （五）公司董事和董事会秘书的列席情况 1.公司在任董事12人，出席8人，授权委托4人。其中，董事凌卫、夏玉峰、张其洪，独立董事姜帆，因 另有事务未能现场出席，已分别授权委托董事吴卫东、吴涤、汪维国，独立董事李汉国，代为出席并签 署本次会议相关文件。 2.现场出席/列席会议人员：周照云、李仕达、毛剑波。 二、议案审议情况 (一)非累积投票议案 1.议案名称：审议《关于签署〈发行股份及支付现金购买资产协议〉等相关 ...

Core Viewpoint - Zhejiang Publishing Media Co., Ltd. (referred to as "the company" or "Zhejiang Media") is undergoing a share transfer process where its controlling shareholder, Zhejiang Publishing United Group Co., Ltd. (referred to as "Zhejiang Group"), plans to transfer 6.00% of its shares to Zhejiang Digital Culture Group Co., Ltd. at a price of 8.82 yuan per share, pending regulatory approvals [1][2]. Group 1 - The controlling shareholder, Zhejiang Group, signed a share transfer agreement with Zhejiang Digital Culture on September 29, 2025, to transfer 133,336,666 shares, representing 6.00% of the company's total share capital [1]. - The price for the share transfer is set at 8.82 yuan per share, indicating a strategic move by the controlling shareholder to adjust its stake in the company [1]. - On November 28, 2025, the company received a notice from Zhejiang Group regarding the approval from the Zhejiang Provincial Finance Department and the Zhejiang Provincial Publicity Department for the share transfer [2]. Group 2 - The share transfer is subject to compliance confirmation from the Shanghai Stock Exchange and requires an application for share transfer registration with China Securities Depository and Clearing Corporation Limited [2]. - There remains uncertainty regarding the final completion of the share transfer, and the company will adhere to legal disclosure obligations as the situation progresses [2].

Core Viewpoint - The company disclosed its salary distribution information for 2024 in accordance with the State Council's regulations on reforming the salary decision mechanism for state-owned enterprises [1] Group 1: Salary Distribution Information - The total salary amount for China Water Resources and Hydropower Publishing is 55.745 million yuan [1] - The number of employees in the company is 233 [1] - The average annual salary per employee is 23.92 million yuan [1]

Core Insights - The publishing sector experienced a rise of 0.94% on November 28, with notable gains from companies like DuKe Culture, which surged by 11.49% [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Company Performance - DuKe Culture (301025) led the gains with a closing price of 11.74, reflecting an increase of 11.49% and a trading volume of 678,200 shares, amounting to 826 million yuan [1] - Reader Media (6668209) also performed well, closing at 7.95 with a rise of 9.96% and a trading volume of 275,000 shares, totaling 214 million yuan [1] - Other notable performers included Rongxin Culture (301231) with a 4.19% increase, closing at 35.27, and CITIC Publishing (300788) with a 3.27% rise, closing at 30.31 [1] Market Dynamics - The publishing sector saw a net inflow of 268 million yuan from institutional investors, while retail investors experienced a net outflow of 235 million yuan [2] - The overall trading activity indicated a mixed sentiment, with some stocks like Century Tianhong (300654) and Chinese Online (300364) showing declines of 1.37% and 0.91%, respectively [2][3] Capital Flow Analysis - DuKe Culture had a net inflow of 137 million yuan from institutional investors, while retail investors showed a net outflow of 64.57 million yuan [3] - Reader Media recorded a net inflow of 74.50 million yuan from institutional investors, with retail investors experiencing a net outflow of 45.53 million yuan [3] - Other companies like CITIC Publishing and Rongxin Culture also showed varying degrees of net inflows and outflows, indicating a diverse investor interest across the sector [3]

Core Viewpoint - The company, Reader Publishing Media Co., Ltd., has received an administrative regulatory decision from the Gansu Securities Regulatory Bureau, requiring it to rectify issues related to governance and decision-making processes to enhance its independence and compliance with regulations [1][2]. Summary by Sections Overall Rectification Arrangement - The company has prioritized the rectification of issues raised in the regulatory decision, ensuring compliance with relevant laws and internal regulations, and has established clear responsibilities and timelines for the rectification process [1]. Issues Identified and Rectification Measures - **Identified Issues**: The company has been found to have insufficient independence due to reliance on the controlling shareholder for salary and compensation approvals, violating governance standards [2]. - **Rectification Measures**: 1. The company has clarified decision-making processes by holding board meetings to confirm the compensation of senior management and ensuring that such matters are submitted to the shareholders' meeting for approval [3]. 2. The company is enhancing legal and regulatory training for its management and board members to improve compliance awareness and governance standards [4]. 3. The company is strengthening its internal control systems and compliance oversight, including revising internal control manuals and enhancing the role of the internal audit department [5]. Rectification Status - **Responsibility**: The rectification is overseen by key executives including the chairman, general manager, and finance director [6]. - **Completion Status**: The rectification measures have been completed [6]. - **Future Arrangements**: The company will maintain standardized governance practices and ensure compliance with decision-making processes in the future [6]. Rectification Summary - The regulatory inspection has provided significant guidance for improving the company's governance. The company recognizes its shortcomings in internal decision-making and independence management and aims to enhance legal compliance and operational standards moving forward [7].

Core Viewpoint - The company has received an administrative regulatory decision from the Gansu Securities Regulatory Bureau, requiring it to rectify issues related to governance and decision-making processes to enhance its independence and compliance with regulations [1][2]. Summary by Sections Overall Rectification Arrangement - The company has established a comprehensive plan to address the issues raised in the regulatory decision, emphasizing adherence to laws, regulations, and internal systems while enhancing governance and protecting investor rights [2]. Issues Identified and Rectification Measures - **Identified Issues**: The company has been found to have insufficient independence due to salary and compensation matters being approved by the controlling shareholder instead of through internal decision-making processes, violating governance standards [3]. - **Rectification Measures**: 1. **Decision-Making Procedures**: The company has clarified the boundaries of authority between the controlling shareholder and itself, ensuring that decisions regarding executive compensation are made through proper board and shareholder meetings [4]. 2. **Regulatory Learning**: The company is committed to enhancing its governance by reinforcing legal and regulatory education among its management and board members, ensuring compliance awareness [5][6]. 3. **Internal Control System**: The company will strengthen its internal control framework and compliance oversight, including regular audits and the establishment of a robust internal audit function [7]. Rectification Status - **Responsibility**: The rectification efforts are overseen by key executives including the chairman, general manager, and finance director [8]. - **Completion**: The company has reported that all rectification measures have been completed [9]. - **Future Plans**: The company will maintain a commitment to standardized governance practices and ensure compliance with relevant regulations in future decision-making processes [9]. Rectification Summary - The regulatory inspection has provided significant guidance for improving the company's governance standards, prompting a commitment to ongoing legal education and diligent performance by key personnel to ensure sustainable development and investor protection [10].

Core Viewpoint - The stock of Publishing Media has experienced a decline of 2.05% on November 21, with a current price of 7.16 CNY per share, reflecting a market capitalization of 3.945 billion CNY. The company has seen a year-to-date stock price increase of 15.30% but has faced recent declines over various trading periods [1]. Financial Performance - For the period from January to September 2025, Publishing Media reported a revenue of 1.685 billion CNY, representing a year-on-year decrease of 5.90%. However, the net profit attributable to shareholders increased by 75.74% to 76.814 million CNY [2]. - Cumulative cash dividends since the company's A-share listing amount to 494 million CNY, with 90.35 million CNY distributed over the past three years [3]. Shareholder Information - As of September 30, 2025, the number of shareholders for Publishing Media is 21,000, a decrease of 7.82% from the previous period. The average number of circulating shares per shareholder has increased by 8.49% to 26,197 shares [2]. - Notable changes in institutional holdings include an increase in shares held by major shareholders, with Dazhong Zhongzheng 360 Internet + Index A becoming the fifth largest shareholder, increasing its holdings by 166,800 shares [3].

Meeting Overview - The shareholders' meeting was held on November 20, 2025, at Hubei Publishing Culture City, Wuhan [1] - The meeting was presided over by the chairman, Huang Guobin, and utilized a combination of on-site and online voting methods [1] - A total of 11 directors were in office, with 7 attending the meeting; reasons for absence were provided for the 4 non-attending directors [1] Voting Results - The resolution regarding the change of the accounting firm was approved during the meeting [2] - There were no dissenting votes from shareholders holding less than 5% of the shares [2] Legal Verification - The meeting was witnessed by lawyers from Guohao Law Firm (Wuhan), confirming that the procedures and results of the meeting complied with relevant laws and regulations [3] - The legal opinion provided by the lawyers stated that the meeting's resolutions were legitimate and effective [3]

Core Points - The company, Zhongwen Tiandi Publishing Media Group Co., Ltd., has registered to issue up to RMB 3 billion in short-term financing bonds to optimize its debt structure and reduce financing costs [1] - The company has successfully completed the issuance of the fourth and fifth phases of short-term financing bonds for the year 2025, raising a total of RMB 1 billion [2] Group 1 - The company applied for the registration of short-term financing bonds with the China Interbank Market Dealers Association, which accepted the registration amount of RMB 3 billion, valid for two years from the date of the notice [1] - The total amount raised from the fourth and fifth phases of the short-term financing bonds is RMB 1 billion, which has been credited to the company's designated account [2] Group 2 - Detailed issuance results for the fourth and fifth phases of the short-term financing bonds can be found on various financial websites, including China Money, Beijing Financial Assets Exchange, and Shanghai Clearing House [3]

Group 1 - The former chairman of Zhongyuan Publishing Media Investment Holding Group, Li Yongzhen, is under investigation for serious violations of discipline and law [1] - The investigation is being conducted by the Henan Provincial Commission for Discipline Inspection and Supervision [1]