本公司董事会、全体董事及相关股东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： 本次权益变动系泰安市众行投资合伙企业（有限合伙）（以下简称"泰 安众行"）以大宗交易方式和集中竞价交易方式减持本公司股份所致，不触 及要约收购。 本次权益变动后，泰安众行及其一致行动人合计持有本公司股票 115,949,343 股，占公司总股本的 55.00%。 证券代码：605168 证券简称：三人行 公告编号：2025-037 三人行传媒集团股份有限公司 关于股东权益变动的提示性公告 本次权益变动不会使公司控股股东及实际控制人发生变化。 三人行传媒集团股份有限公司（以下简称"公司"）收到股东泰安众行出具的 《三人行传媒集团股份有限公司简式权益变动报告书》，因减持公司股份，泰安 众行及其一致行动人合计持有公司股份比例从 56.51%变动至 55.00%，权益变动 比例触及 5%的整数倍，具体情况如下： 一、本次权益变动基本情况 1、信息披露义务人及其一致行动人的基本情况 （1）信息披露义务人：泰安市众行投资合伙企业（有限合伙） | | | 1 | 企业 ...

Core Viewpoint - The announcement reveals a significant change in the shareholding structure of Sanrenxing (605168.SH), with a notable reduction in the stake held by its controlling shareholder, Tai'an Zhongxing Investment Partnership, which decreased from 56.51% to 55.82% following a share reduction of 1.45 million shares [1][2]. Shareholding Changes - Tai'an Zhongxing Investment Partnership reduced its holdings by 1.4558 million shares, representing 0.69% of the total share capital, realizing approximately 46.0688 million yuan at an average price of 31.645 yuan per share during the reduction period [1][2]. - The share reduction occurred between September 3 and September 4, 2025, and the shares sold were originally acquired before the company's initial public offering and through capital reserve conversion [1][2]. Company Background - Sanrenxing was listed on the Shanghai Stock Exchange on May 28, 2020, with an issuance of 17.266 million shares at a price of 60.62 yuan per share, raising a total of 1.047 billion yuan [3][4]. - The net proceeds from the IPO amounted to 988 million yuan, which were allocated to various projects including the expansion of digital integrated marketing services and campus media [4]. Dividend Distribution - In 2021, the company distributed a cash dividend of 2.98396 yuan per share and increased its total share capital through a capital reserve conversion, resulting in a total of 101,407,289 shares post-distribution [5]. - For 2022, the cash dividend was set at 2.20 yuan per share, with a similar capital reserve conversion, increasing the total share capital to 147,040,569 shares [5]. - The 2023 dividend distribution announced a cash dividend of 1.70 yuan per share, further increasing the total share capital to 214,287,251 shares [6].

Core Viewpoint - The announcement details a change in shareholder equity for Sanrenxing Media Group Co., Ltd., indicating a decrease in the combined shareholding ratio of its major shareholder from 56.51% to 55.82% [1]. Group 1: Shareholder Equity Changes - The equity change was reported by Tai'an Zhongxing Investment Partnership (Limited Partnership), which notified the company on September 4, 2025 [1]. - The change in shareholding does not violate any prior commitments or plans made by the shareholders [1]. - The change does not trigger any mandatory tender offer obligations [1]. Group 2: Shareholder Information - The major shareholder, Tai'an Zhongxing Investment Partnership, and its concerted actors collectively held 56.51% of the shares before the change and 55.82% after [1]. - Specific shareholders include Qian Jundong, holding 2,564.36 thousand shares (12.16%), and Cui Lei, holding 1,016.67 thousand shares (4.82%) [2]. - Qingdao Duoduo Investment Co., Ltd. holds 5,621.43 thousand shares (26.66%) [2]. Group 3: Historical Shareholding Changes - The report outlines that the shareholding changes are due to the reduction of shares held by Tai'an Zhongxing Investment Partnership, which originally acquired shares prior to the company's initial public offering and through capital reserve increases [2]. - The document also notes that the changes in shareholding ratios are influenced by stock incentive plans and other corporate actions [3][4].

证券代码：605168 证券简称：三人行 公告编号：2025-036 三人行传媒集团股份有限公司 关于股东权益变动触及 1%刻度的提示性公告 本公司董事会、全体董事及相关股东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。 二、 权益变动触及 1%刻度的基本情况 重要内容提示： | 权益变动方向 | 比例增加□ | | 比例减少☑ | | --- | --- | --- | --- | | 权益变动前合计比例 | 56.51% | | | | 权益变动后合计比例 | 55.82% | | | | 本次变动是否违反已作出的承 | 是□ | 否☑ | | | 诺、意向、计划 | | | | | 是否触发强制要约收购义务 | 是□ | 否☑ | | 一、 信息披露义务人及其一致行动人的基本信息 1.身份类别 | | ☑控股股东/实际控制人及其一致行动人 | | --- | --- | | | □其他 5%以上大股东及其一致行动人 | | 投资者及其一致行动人的身份 | □合并口径第一大股东及其一致行动人（仅适用 | | | 于无控股股东、实际控制人） | ...

Group 1 - On September 4, a block trade of 453,000 shares of Sanrenxing was executed, with a transaction amount of 12.8652 million yuan, accounting for 8.16% of the total transaction amount for the day [1] - The transaction price was 28.4 yuan, representing a discount of 8.62% compared to the market closing price of 31.08 yuan [1] Group 2 - The transaction details include a total transaction amount of 602.08 thousand yuan for one part of the trade, with a volume of 21.2 thousand shares bought by Guohai Securities [2] - Another part of the trade recorded a transaction amount of 400.44 thousand yuan for 14.1 thousand shares, executed by an institutional seat [2] - A separate transaction recorded a total of 284 thousand yuan for 10 thousand shares, also involving CITIC Securities [2]

Group 1 - The stock price of Sanrenxing has decreased by 12.16% year-to-date, with a recent drop of 8.11% over the last five trading days and 8.39% over the last twenty days, while it has increased by 9.34% over the last sixty days [1] - As of July 10, 2025, Sanrenxing's revenue for the first half of the year was 1.657 billion yuan, a year-on-year decrease of 13.36%, while the net profit attributable to the parent company was 144 million yuan, a year-on-year increase of 10.83% [2] - The company has a market capitalization of 6.518 billion yuan, with a trading volume of 113 million yuan and a turnover rate of 1.71% as of September 4 [1] Group 2 - Sanrenxing's main business includes integrated marketing services, with digital marketing services accounting for 82.75% of its revenue, followed by event services at 10.47% and traditional media at 2.18% [2] - The company has distributed a total of 1.148 billion yuan in dividends since its A-share listing, with 626 million yuan distributed over the past three years [3] - As of June 30, 2025, the top ten circulating shareholders of Sanrenxing include Hong Kong Central Clearing Limited and Southern CSI 1000 ETF, with both increasing their holdings compared to the previous period [3]

Group 1 - On September 3, a block trade of 1,002,800 shares was executed for a total amount of 29.11 million yuan, accounting for 18% of the total trading volume on that day [1] - The transaction price was 29.03 yuan, which represents an 8.02% discount compared to the market closing price of 31.56 yuan [1] Group 2 - The block trade involved multiple transactions under the name "三人行" with a consistent transaction price of 29.03 yuan [2] - Various brokerage firms participated in the trades, including 招商证券股份有限 and 中信证券股份有限, indicating institutional involvement [2]

Core Points - The document outlines the financing and external guarantee management measures of Sanrenxing Media Group Co., Ltd to regulate financing risks and protect financial security and investor rights [2][3][4] - The financing refers to indirect financing from financial institutions, while external guarantees include various forms of guarantees provided by the company [2][3] - The company must adhere to principles of prudence, equality, mutual benefit, voluntariness, and integrity in financing and guarantees [4][5] Financing Approval Process - The finance department is responsible for managing financing applications, which must be approved by the appropriate authority based on the amount relative to the company's audited net assets [6][7] - Specific approval thresholds are set: financing up to 20% of the latest audited net assets requires general manager approval, while amounts exceeding 20% but less than 50% require board approval [6][7] - Detailed reports must accompany financing applications, including the financial institution's name, amount, purpose, repayment plan, and asset status [8][9] External Guarantee Conditions - Before providing guarantees, the company must assess the creditworthiness of the guaranteed party and analyze the associated risks [10][11] - Guarantees must be backed by counter-guarantees from parties with actual capacity to fulfill obligations [11][12] - The finance department must conduct thorough investigations into the provided materials to ensure their authenticity [11][12] External Guarantee Approval Process - External guarantees require board or shareholder meeting approval, with specific conditions outlined for when shareholder approval is necessary [6][7] - The board must approve guarantees exceeding 10% of the latest audited net assets or when total guarantees exceed 50% of net assets [6][7] - Each guarantee matter must be voted on separately during meetings [7][8] Risk Management and Execution - After approval, contracts must be signed within 90 days, or the process must restart [8][9] - The finance department is tasked with ongoing management of financing and guarantee contracts, ensuring compliance with usage terms [9][10] - Regular monitoring of the financial status of guaranteed parties is required to mitigate risks [10][11] Information Disclosure - The company must fulfill information disclosure obligations regarding financing and guarantees in accordance with relevant laws and regulations [12] - All related documents must be submitted to the board secretary for timely reporting [12] Responsibilities of Personnel - All directors are responsible for reviewing external guarantee matters and may face liability for any losses incurred due to violations [12] - Management personnel who exceed their authority in approving guarantees may also face legal consequences [12]

Core Viewpoint - The document outlines the management measures for related party transactions of Sanrenxing Media Group Co., Ltd, emphasizing fairness, transparency, and the protection of shareholders' interests, particularly those of minority investors [1][2]. Summary by Sections General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1]. Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company [2]. - Related transactions encompass various activities such as asset purchases, investments, and financial assistance [3][6]. Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [4]. - Pricing should be fair and based on government pricing, market prices, or reasonable costs plus profit [5]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [5]. Procedures and Disclosure - Transactions exceeding certain thresholds require board approval and timely disclosure [8]. - For significant transactions, independent evaluations or audits must be conducted [8]. - The company must disclose detailed information about related transactions, including pricing policies and the rationale behind them [12][21]. Special Regulations for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in decision-making [19][20]. Miscellaneous Provisions - Related transactions involving the company's subsidiaries are treated as the company's transactions and must comply with the same approval and disclosure requirements [23]. - The document specifies that all records related to decision-making on related transactions must be maintained for at least 10 years [23].

Core Viewpoint - The document outlines the fundraising management measures of Sanrenxing Media Group Co., Ltd, emphasizing the protection of investor interests and compliance with relevant laws and regulations [2][3][16]. Group 1: General Principles - The fundraising refers to funds raised through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must promptly handle verification procedures after the funds are in place, with a qualified accounting firm issuing a verification report as required by law [2]. - The board of directors must continuously monitor the storage, management, and use of the raised funds to effectively prevent investment risks and enhance the efficiency of fund usage [2][3]. Group 2: Fund Storage - The company must adhere to the principle of centralized storage of raised funds for easier supervision [3]. - A special account system for storing raised funds must be implemented, ensuring that the funds are independently stored in accounts approved by the board of directors [3][4]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being in place [3][4]. Group 3: Fund Usage - The company must use the raised funds prudently according to the purposes disclosed in the prospectus or other public issuance documents, without unauthorized changes [4][5]. - The raised funds should primarily be used for the main business, and certain financial investments are prohibited [5][6]. - Temporary idle funds can be used for cash management, provided the investment products meet specific safety and liquidity criteria [5][6]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed promptly [9][10]. - If the investment project faces significant changes in market conditions or delays, the company must reassess the project's feasibility and disclose the situation [7][8]. - The company must ensure that any changes in fund usage do not affect the normal progress of the fundraising investment plan [10][11]. Group 5: Management and Supervision - The company must accurately disclose the actual usage of raised funds and conduct semi-annual checks on the storage and usage of these funds [14][15]. - The internal audit department must report any violations or significant risks related to the management of raised funds to the board of directors [14][15]. - The underwriter or independent financial advisor must conduct on-site checks of the fund management at least semi-annually [15].