北京大成(兰州)律师事务所 关于读者出版传媒股份有限公司 2025 年 第二次临时 股东会的 www.dentons.cn 甘肃省兰州市城关区平凉路 629 号鸿运茂 A 塔 14 层 (730099) 14/F, Tower A, HongYun Mall, No.629, Pingliang Road Chengguan District, 730099, Lanzhou, China Tel: +86 931-5102288 Fax: +86 931-5101019 北京大成(兰州)律师事务所 关于读者出版传媒股份有限公司 2025年第二次 临时股东会的法律意见书 致:读者出版传媒股份有限公司 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》")、中国证券监督管理委 员会《上市公司股东会规则》(以下简称"《股东会规则》")等法律、 法规和其他有关规范性要求以及《读者出版传媒股份有限公司章程》 (以下简称"公司章程"),北京大成(兰州)律师事务所(以下简称 "本所")接受读者出版传媒股份有限公司(以下简称"读者传媒") 的委托,指派本所律师出席并见证 ...

Group 1 - The core viewpoint of the news is that Reader Media reported a decline in revenue for the first three quarters of 2025, while net profit increased year-on-year [1] - Reader Media's revenue for the first three quarters of 2025 was approximately 660 million yuan, representing a year-on-year decrease of 14.69% [1] - The net profit attributable to shareholders of the listed company was approximately 79.7 million yuan, showing a year-on-year increase of 11.15% [1] Group 2 - As of the report, Reader Media's market capitalization was 3.8 billion yuan [2] - The A-share market has surpassed 4000 points, indicating a significant market resurgence after a decade of stagnation, with technology leading the market transformation [2]

（记者 胡玲） 截至发稿，读者传媒市值为38亿元。 每经头条（nbdtoutiao）——A股突破4000点！十年沉寂终迎爆发，科技主线重塑市场，"慢牛"新格局开 启！ 每经AI快讯，读者传媒（SH 603999，收盘价：6.67元）10月28日晚间发布公告称，公司第六届第一次 董事会会议于2025年10月28日以现场加通讯方式召开。会议审议了《关于聘任公司董事会秘书的议案》 等文件。 2024年1至12月份，读者传媒的营业收入构成为：新闻出版业务占比90.67%，其他业务占比9.86%，其 他占比3.73%，内部抵销占比-4.26%。 ...

Financial Performance - The company's revenue for Q3 2025 was CNY 244,485,151.13, representing a year-on-year increase of 6.82%[7]. - The total profit for the period was CNY 42,351,467.00, reflecting a growth of 6.92% compared to the same period last year[7]. - The net profit attributable to shareholders was CNY 41,092,562.68, which is an increase of 9.77% year-on-year[7]. - Basic earnings per share for the quarter were CNY 0.071, up 9.23% from the same period last year[8]. - Net profit for the first three quarters of 2025 was CNY 79.43 million, an increase of 10.4% from CNY 72.18 million in the same period of 2024[22]. - Earnings per share for the first three quarters of 2025 was CNY 0.138, up from CNY 0.124 in the same period of 2024[23]. - The net profit for the first three quarters of 2025 was CNY 62,051,754.26, down from CNY 70,201,563.43 in the first three quarters of 2024, representing a decline of 11.5%[32]. Cash Flow - The cash flow from operating activities showed a significant decline, with a net cash outflow of CNY -40,622,633.03, a decrease of 255.35% compared to the previous year[7][11]. - The company reported a decrease in cash received from sales, which significantly impacted the cash flow from operating activities[11]. - Cash flow from operating activities showed a net outflow of CNY 24.12 million, compared to a net inflow of CNY 15.52 million in the first three quarters of 2024[25]. - The company's cash flow from financing activities showed a net outflow of CNY 36,642,848.91 for the period, compared to a net outflow of CNY 31,043,939.35 in the previous period[26]. - The net cash flow from operating activities was ¥4,984,480.76, a significant decrease of 94.9% compared to ¥97,400,765.84 in the same period of 2024[36]. - The net cash flow from investing activities was -¥205,485,873.99, an improvement from -¥242,738,022.91 in the previous year[36]. - The net cash flow from financing activities was -¥36,013,220.99, worsening from -¥30,355,200.00 in the same period last year[36]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 2,618,287,212.65, an increase of 2.27% from the end of the previous year[8]. - Total current assets as of September 30, 2025, amount to ¥1,807,178,446.58, an increase from ¥1,736,975,242.68 at the end of 2024[17]. - Total assets increased to ¥2,618,287,212.65 from ¥2,560,251,066.00[17]. - Total liabilities as of September 30, 2025, are ¥547,160,107.16, slightly down from ¥549,772,693.13[18]. - The total liabilities increased to CNY 752,299,850.75 as of September 30, 2025, compared to CNY 716,336,399.25 at the end of 2024[29]. - The company's total non-current assets were CNY 962,026,156.53 as of September 30, 2025, slightly down from CNY 965,496,159.12 at the end of 2024[28]. Shareholder Information - Total number of common shareholders at the end of the reporting period is 27,098[13]. - The largest shareholder, Reader Publishing Group Co., Ltd., holds 333,145,944 shares, accounting for 57.84% of total shares[13]. - The company has no significant changes in the top 10 shareholders or their participation in margin trading[14]. Operational Insights - Total operating revenue for the first three quarters of 2025 was CNY 659.62 million, a decrease of 14.7% compared to CNY 773.16 million in the same period of 2024[21]. - Total operating costs decreased to CNY 591.13 million, down 15.0% from CNY 695.48 million year-over-year[21]. - The company reported a decrease in sales expenses to CNY 41.97 million from CNY 35.89 million in the previous year[21]. - The company’s other income increased to CNY 11.28 million, compared to CNY 8.98 million in the same period of 2024[22]. - There are no significant reminders for investors regarding the company's operational situation during the reporting period[15]. Inventory and Receivables - Accounts receivable increased to ¥245,733,559.71 from ¥122,410,239.16[16]. - The company reported a decrease in inventory to CNY 44,096,531.81 as of September 30, 2025, down from CNY 59,348,743.08 at the end of 2024, indicating a reduction of 25.6%[27].

Core Viewpoint - The company reported a year-on-year increase in revenue and net profit for Q3 2025, while the revenue for the first three quarters showed a decline compared to the previous year [1] Group 1: Q3 Performance - In Q3 2025, the company achieved a revenue of 244 million yuan, representing a year-on-year growth of 6.82% [1] - The net profit attributable to shareholders for Q3 2025 was 41.09 million yuan, reflecting a year-on-year increase of 9.77% [1] - The basic earnings per share for Q3 2025 stood at 0.071 yuan [1] Group 2: Year-to-Date Performance - For the first three quarters of 2025, the company reported a total revenue of 660 million yuan, which is a year-on-year decline of 14.69% [1] - The net profit attributable to shareholders for the first three quarters was 79.70 million yuan, showing a year-on-year increase of 11.15% [1] - The basic earnings per share for the first three quarters was 0.138 yuan [1]

Core Insights - The company reported third-quarter revenue of 244 million yuan, representing a year-on-year increase of 6.82% [1] - Net profit for the third quarter was 41.09 million yuan, showing a year-on-year growth of 9.77% [1] - For the first three quarters, total revenue was 660 million yuan, reflecting a year-on-year decline of 14.69% [1] - Net profit for the first three quarters reached 79.69 million yuan, which is a year-on-year increase of 11.15% [1]

Group 1: Green Economy and Cooperation - The Ministry of Commerce of China and ASEAN have established a comprehensive cooperation framework under the free trade area, defining key concepts such as green economy, new energy, clean energy, sustainable finance, and green skills for the first time [1] - Both parties committed to not using environmental standards as a form of trade protectionism and aimed to eliminate trade barriers related to environmental products and services [1] - Eight priority cooperation areas were established, including green trade, green investment, circular economy, sustainable finance, green technology, green standards, sustainable energy, and digital green development [1] Group 2: ESG Initiatives and Events - The ESG China Innovation Conference (2025) and the first ESG International Expo were held in Beijing, focusing on stimulating ESG innovation actions among Chinese enterprises and promoting the construction of a Chinese-style ESG system [2] - The conference featured the release of several reports, including the 2025 ESG Action Report and the China ESG Model 2.0, aimed at opening new paths for collaborative development across the supply chain [3] - The event showcased practical cases in low-carbon technology research and development, circular economy models, and digital management of ESG, providing strong support for the integration of global green transformation efforts [3] Group 3: African Resource Development - A report on the development and international cooperation strategy for Africa's mineral resources was released, highlighting Africa's rich potential in renewable energy and its significance in global energy transition [4] - The report pointed out challenges in Africa's mineral resource development, including resource concentration, lack of processing capabilities, and infrastructure deficits, which hinder economic advantages [4] - Recommendations included building a multilateral green cooperation mechanism and a strategic collaboration system to promote green energy, digital infrastructure, and circular economy initiatives [4] Group 4: Corporate Sustainability Efforts - Tetra Pak announced its first carbon-neutral production base in Kunshan, China, which is expected to reduce approximately one million tons of emissions annually [7] - The Kunshan base serves as a model for Tetra Pak's carbon neutrality efforts, demonstrating effective carbon reduction measures and management strategies that can be replicated in other production sites [7] - The company aims to achieve carbon neutrality in its operations by 2030, leveraging the successful experiences gained from the Kunshan facility [7] Group 5: Logistics and Technology Investments - JD Logistics announced plans to purchase 3 million robots, 1 million unmanned vehicles, and 100,000 drones over the next five years to enhance its logistics supply chain [6] - The deployment of these technologies is expected to significantly lower logistics costs and improve operational efficiency for millions of partners, while enhancing the shopping experience for consumers [6] - JD Logistics is positioned as a leader in the application of robotics within the logistics industry, with extensive deployment across various operational scenarios [6] Group 6: Regulatory Actions - Reader Media received an administrative regulatory decision from the Gansu Securities Regulatory Bureau due to issues related to insufficient independence and the need for shareholder approval on salary matters [8] - The company is required to rectify these issues and improve its compliance with relevant laws and regulations, enhancing the quality of information disclosure and operational standards [8]

Core Viewpoint - Reader Publishing Media Co., Ltd. has received an administrative regulatory decision from the Gansu Securities Regulatory Bureau regarding governance issues related to salary and compensation approvals, indicating a lack of independence in decision-making [1][3]. Group 1: Regulatory Findings - The company was found to have salary and compensation matters requiring approval from its controlling shareholder, Reader Publishing Group Co., Ltd., which replaced internal decision-making, leading to insufficient independence [3]. - The actions of the company violated the relevant provisions of the "Corporate Governance Guidelines for Listed Companies (2018 Revision)" [3]. Group 2: Accountability and Measures - Zhang Binqiang, the chairman of the company, and Liang Chaoyang, the then-chairman, bear primary responsibility for the identified issues [3]. - The Gansu Securities Regulatory Bureau has decided to impose corrective administrative measures on Reader Publishing Media and the responsible individuals, which will be recorded in the securities and futures market integrity archives [3]. Group 3: Company Response - The company and related personnel take the regulatory measures seriously and will summarize and rectify the issues in accordance with relevant laws and regulations [3]. - Reader Publishing Media plans to enhance its understanding of relevant laws and regulations, improve the quality of information disclosure, and maintain the interests of the company and all shareholders, promoting healthy, stable, and sustainable development [3].

Core Points - The company received an administrative regulatory decision from the Gansu Securities Regulatory Bureau regarding governance issues related to salary and compensation approvals, indicating a lack of independence in decision-making [1][2] - The decision highlights that the company’s actions violated the Corporate Governance Code (2018 Revision) [1][2] - The chairman and former chairman of the company are held primarily responsible for the identified issues [1][2] Summary by Sections Administrative Regulatory Decision - The Gansu Securities Regulatory Bureau conducted an on-site inspection and found that salary and compensation matters required approval from the controlling shareholder, leading to insufficient independence in governance [1][2] - The company is required to improve its governance standards and ensure independence, submitting a written rectification report within 30 days [2] Responsibilities and Actions - The company and relevant personnel are taking the regulatory measures seriously and will summarize and rectify the issues as per legal requirements [2] - The company plans to enhance its understanding of relevant laws and regulations to improve information disclosure quality and operational standards [2] Impact on Operations - The administrative regulatory measures will not affect the company's normal production and operational activities [3]

Focus Events - Spot gold has fallen below $4000 per ounce, down 3.15% to $3981.98 per ounce, with COMEX gold futures down 3.40% to $3997.00 per ounce. The cumulative decline since the high of $4381.484 per ounce on October 20 exceeds 5% [1] Regulatory Developments - The China Securities Regulatory Commission (CSRC) released 23 practical measures to enhance the protection of small and medium investors in the capital market, focusing on investor protection during the IPO and delisting processes, and promoting a diversified dispute resolution mechanism [2] - CSRC Chairman Wu Qing announced plans to introduce a refinancing framework to broaden support channels for mergers and acquisitions, urging listed companies to improve governance and increase shareholder returns through dividends and buybacks [6] - The CSRC issued a new plan to optimize the Qualified Foreign Institutional Investor (QFII) system, providing equal treatment for foreign public funds and domestic public funds regarding short-term trading [8] Industry Dynamics - The automotive industry reported a profit margin of 4.5% for the first nine months of 2025, with production reaching 24.05 million units, a year-on-year increase of 11%. Revenue was 782.35 billion yuan, up 7.8%, while costs rose by 8.6% to 688.67 billion yuan [10][11] - Domestic gasoline and diesel prices were reduced due to falling international oil prices, with a decrease of 265 yuan per ton for gasoline and 255 yuan per ton for diesel, translating to a reduction of approximately 0.21 to 0.22 yuan per liter [12] Company News - Reader Media announced that its two former chairmen are subject to administrative regulatory measures due to insufficient independence in decision-making processes [4] - Xibu Mining won the exploration rights for a large copper-gold mine in Anhui province for 8.609 billion yuan, with confirmed copper ore reserves of 121.803 million tons [14] - Xuchang Electric plans to accept a 122.3 million yuan entrusted loan from its controlling shareholder at an interest rate of 2.3% for three years [15] - Qianwei Central Kitchen reported a 4.27% year-on-year increase in third-quarter revenue, totaling approximately 4.92 billion yuan, with a net profit of 53.775 million yuan [16] - North Rare Earth reported a 280% year-on-year increase in net profit for the first three quarters, driven by increased sales volume and higher product prices [19][20] - The company Yihui Lithium Energy set a preliminary transfer price of 72.20 yuan per share, reflecting a 6.1% discount from the closing price [25]