担保对象及基本情况 | | 被担保人名称 本次担保金额 | | | 新华书店北方图书城有限公司 2,500 万元 | | --- | --- | --- | --- | --- | | 担保对象 | 实际为其提供的担保余额 | | 11,900 | 万元（不含本次） | | | 是否在前期预计额度内 | 是 | □否 | □不适用：_________ | | | 本次担保是否有反担保 | □是 | 否 | □不适用：_________ | 累计担保情况 证券代码：601999 证券简称：出版传媒 公告编号：2025-033 北方联合出版传媒（集团）股份有限公司 关于为控股子公司提供担保的公告 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法律责任。 重要内容提示： 公司 2024 年年度股东会于 2025 年 6 月 26 日召开，会议审议并 通过了《关于公司及所属公司办理银行授信并提供担保的议案》，同 意公司与所属公司及所属公司之间为办理银行综合授信业务提供担 保，总额度 5.8 亿元，期限一年，具体金额以与相关银行协商后的实 际 ...

Core Points - The company has provided a guarantee for its wholly-owned subsidiary, Northern Book City, to secure bank credit for its subsidiary, Material Company, and its subsidiaries, totaling 50 million yuan [2][6] - The total guarantee amount approved by the company's 2024 annual general meeting is 580 million yuan, with a one-year term [11][12] - As of the announcement date, the company and its subsidiaries have a remaining guarantee balance of 170 million yuan [3][13] Guarantee Details - The guarantee for Material Company and its subsidiaries is structured as a joint liability guarantee, covering principal, interest, and other payable fees [7][8] - The guarantee period is three years from the maturity of the debt [7][8] - The specific amounts guaranteed for the subsidiaries are 40 million yuan for Liaoning Wenda Paper Industry and 10 million yuan for Liaoning Wenda Printing Material [7] Necessity and Reasonableness of Guarantee - The guarantee is deemed necessary to support the operational liquidity of Material Company and its subsidiaries, facilitating market expansion and business growth [9][10] - The subsidiaries are currently operating normally and have a strong debt repayment capability [10] Cumulative Guarantee Situation - The total external guarantee amount provided by the company and its subsidiaries is 580 million yuan, with 180 million yuan specifically for its subsidiaries, representing 22.26% and 6.90% of the company's latest audited net assets, respectively [13]

Core Viewpoint - The company, Publishing Media (601999), announced that as of the date of the announcement, it has no guarantees provided to its controlling shareholders, actual controllers, or their affiliates, and there are no overdue guarantees [1] Group 1 - The company confirmed the absence of guarantees to controlling shareholders and related parties [1] - There are no overdue guarantees reported by the company [1]

Group 1 - The company, Publishing Media, announced a total external guarantee amount of 580 million yuan, with guarantees to its subsidiaries amounting to 180 million yuan, representing 22.26% and 6.9% of the company's latest audited net assets respectively [1][1][1] - For the first half of 2025, the revenue composition of Publishing Media is as follows: publishing business accounts for 38.92%, distribution business for 34.82%, material sales for 26.36%, printing business for 10.83%, and other businesses for 3.0% [1][1][1] - As of the report date, the market capitalization of Publishing Media is 3.7 billion yuan [1][1][1]

担保对象及基本情况 证券代码：601999 证券简称：出版传媒 公告编号：2025-032 北方联合出版传媒（集团）股份有限公司 关于为控股子公司提供担保的公告 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法律责任。 重要内容提示： | | 被担保人名称 | 辽宁印刷物资有限责任公司及其下属公司 | | | | --- | --- | --- | --- | --- | | | 本次担保金额 | | | 5,000 万元 | | 担保对象 | 实际为其提供的担保余额 | | 23,000 | 万元（不含本次） | | | 是否在前期预计额度内 | 是 | □否 | □不适用：_________ | | | 本次担保是否有反担保 | □是 | 否 | □不适用：_________ | 累计担保情况 | 对外担保逾期的累计金额（万元） | / | | --- | --- | | 截至本公告日上市公司及其控股子 | 39,900 | | 公司对外担保总额（万元） | | | 对外担保总额占上市公司最近一期 | 15.31 | | 经审计 ...

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].

Core Points - The company has approved the establishment of a wholly-owned subsidiary and the internal transfer of equity of certain subsidiaries without compensation, aiming to enhance the innovation and development of its scientific journal business [3][4][16] - The investment for the new subsidiary, Beijing Zhongke Media Co., Ltd., is set at 200 million RMB, with the equity transfer effective from December 31, 2024 [3][5][16] - The internal equity transfer does not constitute a related party transaction or a major asset restructuring as per regulations [4][16] Summary by Sections Basic Overview - On December 12, 2025, the company held its 18th meeting of the fourth board of directors, where it approved the investment to establish a wholly-owned subsidiary and the internal transfer of equity of certain subsidiaries [3][20] - The new subsidiary will focus on advancing the company's scientific journal initiatives [3][16] Details of the New Subsidiary - The new company, Beijing Zhongke Media Co., Ltd., will have a registered capital of 200 million RMB and will be fully owned by the company [5][16] - The subsidiary's business scope includes publishing, digital technology services, and cultural activities [6][16] Equity Transfer Details - The equity transfer involves the complete transfer of stakes in several subsidiaries, including China Science Magazine and Beijing Zhongke Journal Publishing Co., Ltd., to the new subsidiary without any payment [4][16] - The transfer is part of an internal adjustment within the company's consolidated financial statements, with no significant impact on the company's financial condition or operational results [16] Financial Indicators - As of December 31, 2024, the company reported total assets of 73.6 billion RMB and net assets of 54.5 billion RMB, with a revenue of 29.6 billion RMB and a profit of 4.99 billion RMB [7][16] - The subsidiaries involved in the equity transfer also reported their respective financial metrics, indicating their operational scale and profitability [9][10][11][14]

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 company held its third extraordinary general meeting of shareholders on December 4, 2025, where several key resolutions were passed, including the approval of agreements related to asset purchases and capital reduction [5][11]. Group 1: Meeting Details - The meeting was conducted using a combination of on-site and online voting, in compliance with the Company Law and the company's articles of association [2]. - The meeting was chaired by Vice Chairman Wu Weidong due to Chairman Ling Wei's absence [2][3]. - A total of 12 directors were present, with 8 attending in person and 4 represented by proxies [3]. Group 2: Resolutions Passed - The following resolutions were approved: 1. The resolution to sign the termination agreement related to the asset purchase was passed, with the controlling shareholder abstaining from voting [5]. 2. Authorization for the board of directors to handle matters related to the aforementioned transaction was also approved [6]. 3. A resolution to reduce registered capital and amend certain articles of association was passed [8]. 4. The reappointment of the auditing firm for the 2025 financial report was approved [8]. 5. Authorization for subsidiaries to apply for comprehensive credit limits from banks was passed [8]. 6. The use of idle funds for purchasing financial products was approved [8]. Group 3: Share Repurchase and Capital Reduction - The company plans to repurchase 20,146,400 shares from Jiangxi Publishing Media Group at a price of 1 yuan per share, which will be canceled following the approval of the relevant resolutions [11]. - After the repurchase, the total share capital will decrease from 1,367,505,119 shares to 1,347,358,719 shares, and the registered capital will be reduced accordingly [12]. Group 4: Notification to Creditors - Creditors are notified of the share repurchase and capital reduction, with a 30-day period to declare their claims from the date of notification [13]. - The company outlines the necessary documentation and procedures for creditors to submit their claims [15][16].

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].