Core Viewpoint - The report presents the financial performance and operational strategies of Inner Mongolia Xinhua Distribution Group Co., Ltd. for the first half of 2025, highlighting a slight decline in revenue but an increase in net profit attributable to shareholders, alongside ongoing efforts to enhance service quality and operational efficiency in the publishing and education sectors [1][2][3]. Financial Performance - Total revenue for the first half of 2025 was approximately CNY 789.96 million, a decrease of 0.003% compared to the same period last year [2]. - Total profit amounted to CNY 125.88 million, reflecting an 8.83% decline year-on-year [2]. - Net profit attributable to shareholders was CNY 125.57 million, an increase of 3.17% compared to the previous year [2]. - The net cash flow from operating activities was CNY 85.52 million, a significant improvement from a negative cash flow of CNY 17.83 million in the same period last year [2]. Business Operations - The company focuses on three core business segments: educational services, cultural consumption, and modern logistics, maintaining a commitment to quality service and cultural integrity [3][4]. - As the primary distributor of textbooks in Inner Mongolia, the company has adapted to educational reforms by expanding its service offerings and enhancing its distribution efficiency [4][7]. - The logistics network has been optimized to ensure timely delivery of educational materials, with a focus on standardization and safety in operations [4][6]. Industry Context - The company operates within the news and publishing industry, which has shown resilience and growth, with cultural enterprises in China reporting a 7.4% increase in revenue year-on-year [6]. - The government has emphasized the importance of education and cultural development, aligning with the company's mission to promote reading and cultural values [5][6]. - The report indicates a growing trend in the integration of digital tools and services in education, which the company is actively pursuing to enhance its offerings [4][7]. Strategic Initiatives - The company is implementing a "three-heart service" philosophy to improve customer experience and engagement [3][4]. - Efforts to innovate and integrate services are evident through initiatives like the "Seven Advances Project" and community reading events, which aim to strengthen cultural ties and promote literacy [8][9]. - The company is also focusing on building a multi-channel distribution system that combines physical stores, online platforms, and live commerce to enhance market reach and customer interaction [9][10].

| 内蒙古新华发行集团股份有限公司2025 | | | | | | | | 年半年度报告摘要 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 公司代码：603230 | 公司简称：内蒙新华 | | | | | | | | | | | 内蒙古新华发行集团股份有限公司 | | | | | | | | | | | | 内蒙古新华发行集团股份有限公司2025 | 年半年度报告摘要 第一节 重要提示 | | | | | | | | | | | 展规划，投资者应当到 | http://www.sse.com.cn 网站仔细阅读半年度报告全文。 | | | | | | | | | | | 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | | | | | | | | | | 无 | | | | | | | | | | | | 第二节 | 公司基本情况 | | | | | | | | | | | 公司股票简况 | | | | | | | | | | | | 股票种类 | 股票上市交易所 ...

Core Points - The company held its 23rd meeting of the third board of directors on August 27, 2025, with all 9 directors present, confirming compliance with relevant regulations [1] - The board proposed the election of candidates for the fourth board of directors, including non-independent and independent directors, with terms of three years pending shareholder approval [1][2][4] - The board approved the cancellation of the supervisory board and amendments to the company’s articles of association, which also require shareholder approval [4] - The company’s half-year report for 2025 and a special report on the use of raised funds were approved, with all votes in favor [5][6] - A proposal for a special action plan for 2025 aimed at improving quality and efficiency was also approved [6] - The company agreed to convene the third extraordinary general meeting of shareholders in 2025, with details to be disclosed [7]

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Inner Mongolia Xinhua Publishing Group Co., Ltd. and to enhance the board's operational and decision-making capabilities [1][2] - The board of directors is the company's decision-making body and is accountable to the shareholders' meeting [1][2] Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans and investment proposals, and formulate annual financial budgets and profit distribution plans [2][3] - The board is responsible for major acquisitions, capital changes, and external investments, and must ensure that transactions do not harm the interests of the company and its shareholders [2][4] Board Composition - The board consists of 9 directors, including 6 non-independent directors (one of whom is a representative of employees) and 3 independent directors [12][13] - Directors must possess the necessary knowledge, skills, and qualities to fulfill their duties [12] Director Responsibilities - Directors are required to act in good faith, avoid conflicts of interest, and not misuse their positions for personal gain [12][13] - Directors must attend meetings, participate in decision-making, and ensure the accuracy of the company's disclosures [14][15] Meeting Procedures - The board meetings can be regular or temporary, with regular meetings held at least twice a year [17][18] - Meeting notifications must be sent in advance, and a quorum requires the presence of more than half of the directors [26][46] Decision-Making Process - Decisions are made through voting, requiring a majority of the attending directors to agree [33][34] - Directors with conflicts of interest must abstain from voting on related matters [33][34] Record Keeping - Meeting minutes must accurately reflect the discussions and decisions made, and dissenting opinions should be recorded [36][37] - All meeting records must be maintained for at least 10 years [37] Execution of Resolutions - The chairman is responsible for organizing the execution of board resolutions and ensuring compliance [72][73] - Directors who oppose resolutions must still comply with the board's decisions unless they formally resign [73][74]

Core Points - The document outlines the information disclosure management system of Inner Mongolia Xinhua Publishing Group Co., Ltd, aiming to enhance the quality and timeliness of information disclosure to protect the rights of stakeholders [2][3][4] Group 1: General Principles - The company must disclose information truthfully, accurately, and completely, ensuring clarity and accessibility for all investors [2][3] - The information disclosure system applies to various personnel, including the board of directors, senior management, and major shareholders [2][3] Group 2: Management and Supervision - The chairman of the board bears primary responsibility for information disclosure management, while the board secretary coordinates the implementation of the system [3][4] - The board of directors and senior management are required to ensure the accuracy and completeness of disclosed information [3][4] Group 3: Disclosure Content - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6] - Annual reports must include key financial data, shareholder information, and significant events affecting the company [6][7] Group 4: Temporary Reports - The company must promptly disclose significant events that could impact the trading price of its securities, including major lawsuits or changes in shareholder status [14][15] - Disclosure obligations arise when significant changes occur, such as mergers, acquisitions, or changes in control [11][12] Group 5: Disclosure Procedures - Information disclosure must follow strict review procedures, requiring board approval for periodic and significant disclosures [26][27] - Only authorized personnel, such as the chairman and board secretary, may disclose information on behalf of the company [27][28] Group 6: Confidentiality and Penalties - Individuals with insider information are obligated to maintain confidentiality and are prohibited from trading based on undisclosed information [35][36] - The company must take necessary measures to limit the number of individuals with access to sensitive information before public disclosure [36][37] Group 7: Other Considerations - Shareholders and actual controllers must inform the company of significant changes in their holdings or control status [20][21] - The company must ensure compliance with relevant laws and regulations regarding information disclosure and maintain accurate records of related transactions [22][23]

Core Points - The document outlines the establishment and operational guidelines for the Compensation and Assessment Committee of Inner Mongolia Xinhua Publishing Group Co., Ltd. [1] - The committee is responsible for evaluating the performance and compensation of directors and senior management, ensuring compliance with relevant laws and regulations [1][4] Group 1: General Provisions - The committee is established to improve the governance structure and management of compensation for directors and senior management [1] - The committee is a specialized working body of the board of directors, tasked with formulating assessment standards and compensation policies [1][3] Group 2: Composition of the Committee - The committee consists of more than three directors, with independent directors making up the majority [3] - The chairman of the committee is an independent director, elected by committee members [3][6] Group 3: Responsibilities and Authority - The committee's main responsibilities include researching assessment standards, reviewing compensation policies, and supervising the execution of the compensation system [4][5] - Recommendations on compensation for directors and senior management must be submitted to the board for approval [5][9] Group 4: Decision-Making Procedures - The committee conducts annual evaluations of directors and senior management, typically completed within one quarter after the fiscal year [15] - Relevant departments must provide necessary materials and support for the committee's decision-making process [14][15] Group 5: Meeting Rules - The committee must hold at least one regular meeting each year, with additional meetings called as needed [7][8] - A quorum requires the presence of at least two-thirds of committee members, and decisions are made by majority vote [20][21] Group 6: Confidentiality and Record-Keeping - Meeting records must be maintained, and attendees are required to keep discussions confidential [26][28] - The committee's decisions and voting results must be reported in writing to the board of directors [27]

Core Points - The document outlines the Independent Director Work System of Inner Mongolia Xinhua Publishing Group Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [1][2][3] Group 1: General Principles - The Independent Directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - Independent Directors are obligated to act with integrity and diligence, ensuring the protection of minority shareholders' rights [2][3] Group 2: Qualifications and Appointment - Independent Directors must meet specific qualifications, including independence, relevant work experience, and no significant negative records [4][7] - The company must ensure that Independent Directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 3: Responsibilities and Powers - Independent Directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18][19] - They have the authority to independently hire external consultants for audits or consultations [19][20] Group 4: Performance and Reporting - Independent Directors must submit an annual performance report detailing their attendance, participation in committees, and communication with shareholders [13][14] - The company is required to provide necessary support and information to Independent Directors to facilitate their duties [29][30] Group 5: Compensation and Insurance - The company is responsible for covering the costs incurred by Independent Directors when hiring professional institutions [33] - Independent Directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [34][35]

内蒙古新华发行集团股份有限公司 提名委员会工作细则 内蒙古新华发行集团股份有限公司 提名委员会工作细则 第一章 总 则 第二章 人员组成 第三条 提名委员会由三名以上董事组成，其中独立董事应当过半 数。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全 体董事的三分之一以上提名，并由董事会选举产生。 内蒙古新华发行集团股份有限公司 提名委员会工作细则 第五条 提名委员会设主任委员（召集人）一名，由独立董事委员 担任，负责主持委员会工作；主任委员在委员内选举，并报请董事会 批准产生。 公司证券投资部负责提名委员会的日常工作联络和会议组织等工 作。 第六条 提名委员会任期与董事会任期一致，委员任期届满，连选 可以连任。期间如有委员不再担任公司董事职务或应当具有独立董事 身份的委员不再具备公司章程所规定的独立性，自动失去委员资格， 并由董事会根据上述第三至第五条规定补足委员人数。 第三章 职责权限 第一条 为规范本公司董事和高级管理人员的产生，优化董事会组 成，完善公司治理结构，根据《中华人民共和国公司法》《上市公司 治理准则》《上市公司独立董事管理办法》《上海证券交易所股票上 市规则》《上海证券交易所上 ...

Core Viewpoint - The document outlines the rules and regulations governing the shareholder meetings of Inner Mongolia Xinhua Publishing Group Co., Ltd, ensuring the protection of shareholder rights and compliance with relevant laws and regulations [2][30]. General Provisions - The company must convene shareholder meetings in strict accordance with laws, regulations, and its articles of association to ensure shareholders can exercise their rights [2][3]. - The rules become binding for all participants in the shareholder meetings, including shareholders, directors, and management [3]. Shareholder Meeting Regulations - The shareholder meeting is the company's decision-making body, composed of all shareholders [4]. - The company is required to hold an annual shareholder meeting within six months after the end of the previous fiscal year [6]. Rights and Responsibilities - The shareholder meeting has the authority to approve significant asset transactions exceeding 30% of the company's audited total assets [3]. - Shareholders holding more than 10% of shares can request a temporary meeting under specific circumstances [5][8]. Meeting Procedures - The board of directors is responsible for convening the shareholder meeting, and the chairman presides over it [9][10]. - Legal opinions must be obtained on the legality of the meeting's procedures and results [6]. Proposals and Notifications - Proposals for the shareholder meeting must comply with legal and regulatory requirements and be submitted in writing [15][16]. - Notifications for the meeting must be sent out 20 days in advance for annual meetings and 15 days for temporary meetings [17][18]. Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [20]. - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [20][21]. Documentation and Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for a specified period [38][39]. - The company must ensure that the resolutions passed are in compliance with laws and the articles of association [61][62]. Final Provisions - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholder meeting [30][70].

Core Viewpoint - The Inner Mongolia Xinhua Publishing Group Co., Ltd. has established an Audit Committee to enhance the decision-making function of the board of directors and ensure effective supervision of the management team, in accordance with relevant laws and regulations [1][2]. Group 1: Establishment and Operation of the Audit Committee - The Audit Committee is a specialized working body established by the board of directors, responsible for reviewing financial information, supervising internal and external audits, and ensuring effective internal controls [1][2]. - The composition of the Audit Committee must meet specific criteria, including having a majority of independent directors and accounting professionals [3][4]. - The term of the Audit Committee members aligns with that of the board of directors, with a maximum term of three years, and independent directors cannot serve more than six consecutive years [2][3]. Group 2: Responsibilities and Powers of the Audit Committee - The main responsibilities of the Audit Committee include reviewing financial information, supervising external audit work, and evaluating internal controls [6][16]. - The Audit Committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submitting recommendations to the board [8][9]. - The committee has the authority to supervise the management's compliance with laws and regulations, and can propose the convening of temporary board or shareholder meetings if necessary [25][27]. Group 3: Meetings and Documentation - The Audit Committee is required to meet at least quarterly, with additional meetings called as needed, and must maintain accurate records of all meetings [11][12]. - Decisions made by the Audit Committee require a majority vote, and members must disclose any conflicts of interest [6][14]. - The committee is responsible for documenting meeting minutes and ensuring that all relevant materials are preserved for at least ten years [13][15].