深圳市福田区中心五路 18 号星河中心大厦 19 层 电话：0755-23993388 传真：0755-86186205 邮编：518048 北京国枫（深圳）律师事务所 关于中广天择传媒股份有限公司 法律意见书 国枫律股字[2025]C0091号 致：中广天择传媒股份有限公司（贵公司） 北京国枫（深圳）律师事务所（以下简称"本所"）接受贵公司的委托，指派律师 出席并见证贵公司 2025 年第一次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》）、《上市公司股东会规则》（以下简称《股东会 规则》）、《律师事务所从事证券法律业务管理办法》（以下简称《证券法律业务管理办 法》）、《律师事务所证券法律业务执业规则（试行）》（以下简称《证券法律业务执业规 则》）等相关法律、行政法规、规章、规范性文件及《中广天择传媒股份有限公司章程》 （以下简称《公司章程》）的规定，就本次会议的召集与召开程序、召集人资格、出席 会议人员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 会议 ...

证券代码：603721 证券简称：*ST 天择 公告编号：2025-023 中广天择传媒股份有限公司 2025年第一次临时股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 8 月 5 日 3、 董事会秘书周智先生出席会议；公司部分高级管理人员、见证律师列席本次 会议。 二、 议案审议情况 (二)股东大会召开的地点：长沙市开福区月湖街道鸭子铺路 46 号中广天择 4 楼 V9 会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 207 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 66,821,475 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 51.4011 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由 ...

深圳市福田区中心五路 18 号星河中心大厦 19 层 电话：0755-23993388 传真：0755-86186205 邮编：518048 北京国枫（深圳）律师事务所 关于中广天择传媒股份有限公司 2025 年第一次临时股东大会的 法律意见书 国枫律股字[2025]C0091号 致：中广天择传媒股份有限公司（贵公司） 北京国枫（深圳）律师事务所（以下简称"本所"）接受贵公司的委托，指派律师 出席并见证贵公司 2025 年第一次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》）、《上市公司股东会规则》（以下简称《股东会 规则》）、《律师事务所从事证券法律业务管理办法》（以下简称《证券法律业务管理办 法》）、《律师事务所证券法律业务执业规则（试行）》（以下简称《证券法律业务执业规 则》）等相关法律、行政法规、规章、规范性文件及《中广天择传媒股份有限公司章程》 （以下简称《公司章程》）的规定，就本次会议的召集与召开程序、召集人资格、出席 会议人员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的 ...

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on August 5 at 15:00 to ensure the rights of investors and the orderly conduct of the meeting [1][2] - The agenda includes the discussion and voting on several key proposals, including the change of the accounting firm and amendments to the company's articles of association [2][3] Meeting Details - The meeting will take place at the company's conference room located at 46 Yazi Pu Road, Yuehu Street, Kaifu District, Changsha [1] - Shareholders can choose between on-site voting or online voting, with the first vote being the valid one in case of duplication [1] Proposals for Discussion - Proposal 1: Change of the accounting firm, details of which were disclosed on July 17, 2025, in various financial newspapers and the Shanghai Stock Exchange website [1][2] - Proposal 2: Revision of the company's articles of association, with details also disclosed on July 17, 2025 [2][3] - Proposal 3: Revision of the rules governing the shareholders' meetings, based on recent legal updates [3][4]

中广天择传媒股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 8 月 | 目录 | | --- | | 1 年第一次临时股东大会会议须知 | 2025 | | 3 | | --- | --- | --- | --- | | 2 年第一次临时股东大会议程 | 2025 | | 4 | | 3 议案一资料：《关于公司变更会计师事务所的议案》 | | | 5 | | 4 议案二资料：《关于修订<公司章程>并办理备案登记的议案》 | | | 6 | | 5 议案三资料：《关于修订<中广天择传媒股份有限公司股东大会议事规则>的议案》 | | | ..7 | | 6 议案四资料：《关于修订<中广天择传媒股份有限公司董事会议事规则>的议案》 | | | ... 18 | | 7 议案五资料：《关于修订<中广天择传媒股份有限公司监事会议事规则>的议案》 | | | ... 19 | 中广天择传媒股份有限公司 2025 年第一次临时股东大会会议须知 中广天择传媒股份有限公司2025年第一次临时股东大会于2025年8月5日15 点，在公司会议室召开现场会议，为维护广大投资者的合法权益，确保本次股东 大会顺利召开 ...

Core Viewpoint - The company is changing its accounting firm from Rongcheng CPA to Zhongshun Zhonghuan CPA for the 2025 financial year due to the expiration of the previous firm's term, with no disagreements reported between the two firms [1][4]. Group 1: Change of Accounting Firm - The reason for changing the accounting firm is the expiration of the term of the previous firm, Rongcheng CPA, and the decision follows the regulations set forth in the management measures for selecting accounting firms for state-owned enterprises and listed companies [1][4]. - The new accounting firm, Zhongshun Zhonghuan CPA, is qualified to conduct audits for public companies and has been registered with the Ministry of Finance and the China Securities Regulatory Commission [1][2]. - The previous accounting firm, Rongcheng CPA, provided unqualified audit opinions during its tenure from 2019 to 2024, fulfilling its responsibilities and protecting the rights of the company and its shareholders [4]. Group 2: Audit Committee and Board Approval - The audit committee of the company approved the change in accounting firms during its meeting on July 11, 2025, confirming that Zhongshun Zhonghuan CPA possesses the necessary qualifications and independence for the audit work [5]. - The board of directors unanimously approved the proposal to change the accounting firm on July 16, 2025, and the decision will be submitted for shareholder approval [5]. - The change in accounting firm will take effect upon approval by the company's shareholders [5].

Core Viewpoint - The company, Zhongguang Tianze Media Co., Ltd., has proposed amendments to its Articles of Association to comply with the revised Company Law and relevant regulations, which will be submitted for shareholder approval [1][2][3]. Summary by Sections Amendments Overview - The amendments aim to protect the rights of the company, shareholders, and creditors while enhancing the political core role of the Communist Party within the company [1]. - The board of directors has authorized the necessary personnel to handle the registration and filing of the revised Articles of Association [1]. Specific Amendments - Article 1: The revised article emphasizes the protection of the rights of the company, shareholders, employees, and creditors, and the political role of the Communist Party [1]. - Article 8: The chairman is defined as the legal representative of the company, with stipulations regarding the appointment of a new legal representative within 30 days of resignation [1]. - New Article 9: Establishes that the company bears legal consequences for civil activities conducted by the legal representative [1]. - Article 10: Clarifies that the company's assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2]. - Article 16: Ensures that all shares issued are equal in rights and obligations [2]. - Article 20: Prohibits the company from providing financial assistance for the acquisition of its own shares, with exceptions for employee stock ownership plans [2]. - Article 30: Outlines the rights of shareholders to supervise company operations and propose suggestions [3]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes based on their shareholdings [5]. - The company must provide shareholders with access to relevant documents and information upon request [6]. - Shareholders are required to comply with laws and regulations and are liable for any damages caused by the abuse of their rights [12]. Governance and Meeting Procedures - The company’s governance structure includes provisions for the convening of shareholder meetings, with specific requirements for notice and voting procedures [14][15]. - The amendments stipulate that shareholders holding more than 10% of shares can convene meetings if the board fails to do so [14]. - The notice for shareholder meetings must include detailed information about the agenda and voting procedures [15].

Core Viewpoint - The company has announced an increase in the estimated amount for daily related transactions for the year 2025, which is necessary for its normal business operations and does not affect its independence or harm the interests of the company and its shareholders [1][2][6]. Group 1: Daily Related Transactions Overview - The board of directors approved the increase in the estimated amount for daily related transactions on December 12, 2024, without the need for shareholder meeting approval [1][2]. - The increase in the estimated amount is due to actual business needs, specifically adjustments in transactions with Changsha Broadcasting and Television Group Co., Ltd. and its affiliates [2][3]. Group 2: Estimated Amount Adjustments - The total estimated amount for daily related transactions has been adjusted from 7,830,793.46 yuan to 11,000,000.00 yuan, reflecting an increase of 3,169,206.54 yuan [3][4]. - Specific categories of transactions include leasing, procurement of design and production services, and sales of advertising services, with significant increases noted in each category [3][4][5]. Group 3: Related Party Information - Changsha Broadcasting and Television Group Co., Ltd. is a state-owned enterprise and the controlling shareholder of the company, holding 50.38% of the total shares [5][6]. - The company maintains independence in its operations, and the daily related transactions do not rely on these transactions for its main business or profit sources [7][8]. Group 4: Pricing and Fairness - The pricing for related transactions is based on market prices and negotiated between the parties, ensuring that both parties' interests are protected and that the transactions are fair [6][8]. - The ongoing related transactions are deemed necessary for the company's business development and do not harm the interests of shareholders, particularly minority shareholders [6][8].

Meeting Overview - The fourth board meeting of Zhongguang Tianze Media Co., Ltd. was held on July 16, 2025, with all seven directors present, confirming compliance with legal and regulatory requirements [1] Resolutions Passed - The board unanimously approved the appointment of Cheng Zhen as the vice president, responsible for sports event operations, with a term aligned with the current board [1] - The board agreed to change the accounting firm to Zhongshun Zhonghuan Certified Public Accountants for the 2025 financial year, following the expiration of the previous firm's term [2] - The board approved an increase in the estimated amount for daily related transactions for 2025 to 11 million yuan, which does not require shareholder approval [3] - The board passed a resolution to amend the company's articles of association, which will be submitted for shareholder approval [4] - The board approved amendments to the rules of procedure for shareholder meetings and board meetings, both requiring shareholder approval [4][5] - The board scheduled the first extraordinary general meeting of 2025 for August 5, 2025, to be conducted both in-person and online [4]

Core Points - The company aims to become a leading provider of television program content and quality services in China, utilizing market-oriented cooperation to optimize television resource allocation [8][14]. - The company is registered with a capital of 130 million RMB and was established as a joint-stock company through the overall transformation of Hunan Changguang Tianze Media Co., Ltd [5][7]. - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares, which were listed on the Shanghai Stock Exchange on August 11, 2017 [7][8]. Company Structure - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [10][11]. - The chairman of the board serves as the legal representative of the company, and the company assumes civil liability for activities conducted by the legal representative in the course of their duties [9][10]. Business Scope - The company's business scope includes broadcasting and television program production, performance brokerage, internet information services, and various types of value-added telecommunications services [14][15]. - The company also engages in advertising design and agency, cultural and entertainment brokerage services, and various rental services [14][15]. Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of 1 RMB, and all shares must have equal rights [16][17]. - The company has a total of 130 million shares issued, and it is prohibited from providing financial assistance for others to acquire its shares, except under specific conditions [10][12]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares according to legal regulations [33][34]. - The company has established rules for shareholder meetings, including the requirement for a minimum attendance and voting procedures [29][30].