证券代码：000892 证券简称：欢瑞世纪 公告编号：2025-23 欢瑞世纪联合股份有限公司 关于召开 2024 年年度股东大会的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 欢瑞世纪联合股份有限公司（下称"公司"或"本公司"）于 2025 年 5 月 22 日在《中国证券报》《证券时报》《证券日报》《上海证券报》和巨潮资讯网上刊登 了《关于召开 2024 年年度股东大会的通知》，本次股东大会将采取现场与网络表 决相结合的方式。 （一）本次股东大会届次：2024年年度股东大会。 （二）召集人：本次股东大会由欢瑞世纪联合股份有限公司董事会召集。本公 司第九届董事会第十七次董事会议审议通过了《关于召开2024年年度股东大会的议 案》。 （三）本次股东大会的召开符合《上市公司股东大会规则》《公司章程》以及 其它法律、行政法规、部门规章、规范性文件的规定。 （四）会议召开日期和时间 1、本次现场会议召开时间为2025年6月11日(星期三)14:30。 2、网络投票时间： 现将公司关于召开 2024 年年度股东大会的有关情况提示如下： 一、召开会议基本情 ...

证券代码：000892 证券简称：欢瑞世纪 公告编号：2025-22 欢瑞世纪联合股份有限公司 关于公司持股 5%以上股东所持部分股份 将被司法强制执行的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、持有本公司股份 22,935,779 股（占公司总股本的 2.34%）的股东北京青 宥瑞禾文化传媒中心（有限合伙）（以下简称"青宥瑞禾"）收到法院的《执行 裁定书》，裁定卖出被执行人青宥瑞禾持有的"欢瑞世纪"股票。 2、青宥瑞禾因被司法强制执行，自本公告披露之日起 15 个交易日后以集 中竞价方式和大宗交易方式卖出本公司股份 22,935,779 股（占公司总股本的 2.34%，占剔除公司回购专用账户股份数量后的公司总股本比例为 2.36%）。 3、青宥瑞禾不属于公司的控股股东或第一大股东及其一致行动人，本次股 份变动不会导致公司实际控制权发生变化，不会对公司的治理结构和经营情况 产生影响。最终司法处置方式和结果尚存在不确定性。敬请广大投资者理性投资， 注意投资风险。 欢瑞世纪联合股份有限公司（以下简称"欢瑞世纪"或"公司"）收到股东 ...

Group 1 - Qingmu Technology plans to reduce its shareholding by up to 3%, amounting to no more than 2.776 million shares [1] - Newcap received a decision from the police to revoke the case against its actual controller, who was previously detained for insider trading [2] - Rhine Biotech's directors and executives plan to collectively reduce their holdings by up to 0.14%, totaling no more than 1.0185 million shares [3] Group 2 - Puli Tui's stock and convertible bonds will be delisted on May 22, 2025 [5] - *ST Nong Shang will have its delisting risk warning lifted and will resume trading on May 23, 2025 [7] - State Grid Information Communication plans to acquire 100% equity of Yili Technology for approximately 1.853 billion yuan [9] Group 3 - Kelun Pharmaceutical's subsidiary received drug registration approval for a new injectable product, which is the first of its kind in China [10] - Aishida plans to acquire 7% equity of its subsidiary Zhejiang Qianjiang Robot Co., Ltd. for 13.09 million yuan [11] - Hongming Co. is planning to acquire 83% equity of Shenzhen Chisu Automation Equipment Co., Ltd. for approximately 151 million yuan [12] Group 4 - JuJiao Co. plans to reduce its shareholding by up to 2.6%, totaling no more than 2.093 million shares [14] - AVIC Financial's stock will be delisted on May 27, 2025 [16] - Jingwang Electronics' major shareholders plan to reduce their holdings by up to 2.99% [17] Group 5 - Huaren Health intends to acquire stakes in three pharmaceutical chain companies for a total of 327 million yuan [18] - Huanrui Century's original shareholders are required to compensate for unfulfilled performance commitments with 116 million shares [20] - Tefa Service's shareholders plan to reduce their holdings by up to 3% [21] Group 6 - Maipu Medical is planning to acquire at least 51% of Easy Medical's equity, which will constitute a major asset restructuring [22] - *ST Jinshi will have its delisting risk warning lifted and its stock will resume trading on May 23, 2025 [22] - Guoke Micro is planning a major asset restructuring and will suspend trading [23] Group 7 - Defu Technology intends to acquire 100% equity of an overseas electronic circuit copper foil company [24] - Xince Standard's shareholder plans to reduce its holdings by up to 1% [25] - Xiouqiang Co. plans to reduce its holdings by up to 3% [27]

Core Insights - Huanrui Century has resolved its historical performance commitment issues related to the acquisition of Huanrui Film and Television, with the original shareholders required to compensate for unmet performance commitments [1][2] Group 1: Performance Compensation - The total number of shares to be compensated by the original shareholders for the unmet performance commitments from 2016 to 2018 is 11,556,620 shares [1] - The original shareholders, Chen Yuan and Zhong Junyan, hold 11,573,410 shares related to the performance commitments, which exceeds the compensation requirement [1] - The compensation will be fully borne by the original shareholders and will not involve other shareholders of Huanrui Century [1] Group 2: Asset Valuation - As of December 31, 2018, the total equity value of Huanrui Film and Television was assessed at 2.403 billion yuan [2] - The calculated compensation value based on the share compensation and transaction price amounts to 885 million yuan, which is greater than the impairment amount of 597 million yuan for Huanrui Film and Television [2] - Huanrui Century will urge the performance commitment parties to fulfill their obligations as per the agreements [2] Group 3: Business Development - Huanrui Century is actively exploring innovative business layouts in response to industry changes, focusing on short dramas, interactive dramas, AIGC, and film technology [3] - The company has made progress in new business directions, including the completion of interactive dramas and the establishment of a short drama operation platform [3][4] - Huanrui Century has built a comprehensive short drama writing and distribution team and is collaborating with top content production teams [4] Group 4: Strategic Partnerships - The company has entered a strategic partnership with Shanghai Jieyue Xingchen Intelligent Technology Co., Ltd. to explore AI applications in the film industry [4] - The jointly established "Linyue" AI laboratory has begun operations and is producing works [4] - Huanrui Century has developed an online platform for artist services, "Xinglian Shijie," to facilitate resource integration and commercialization [4]

Key Points - Vanke A has signed a supplementary agreement with Shenzhen Metro Group for a loan of up to 4.2 billion yuan, with a pledge of up to 6 billion yuan in shares of its subsidiary, Wanwu Cloud [3] - Heng Rui Pharmaceutical has set the final price for its H-share issuance at 44.05 HKD per share, with plans to list on the Hong Kong Stock Exchange on May 23, 2025 [4] - Wan Dong Medical has elected Ma Chibing as the new chairman after Hu Ziqiang resigned from the position [5] - Tianqi Mould has confirmed that there are no undisclosed significant matters amid ongoing major asset restructuring [6] - Zhejiang Rongtai plans to invest 20 million yuan to establish a wholly-owned subsidiary focused on intelligent robotics [7] - ST Mingcheng intends to publicly transfer 45% of its subsidiary, Time Media, which will no longer be included in the consolidated financial statements [8] - Shanghai Xiba plans to purchase patent assets for 2 million yuan and 500,000 yuan, and establish subsidiaries to promote the commercialization of new technologies [9] - Jushen Co. has received a total of 95.7 million yuan in dividends from its six wholly-owned subsidiaries [10] - ST Asia Pacific has confirmed no undisclosed significant matters or ongoing major plans [11] - Tianrong Tianyu's controlling shareholder's agreement will not be renewed after its expiration [12] - Wangzi New Materials has stated that its energy storage capacitor business is minimal and will not significantly impact its performance [13] - Nanjing Port has clarified that its foreign trade container business does not have direct routes to the U.S. [14] - Jinlongyu has indicated that its solid-state battery business has not yet formed stable long-term revenue [15] - Tianzhihang's subsidiary plans to raise capital by introducing investors [16] - State Grid Information plans to acquire 100% of Yili Technology for 1.853 billion yuan, enhancing its revenue and profit [17] - ST Nongsang will remove its delisting risk warning starting May 23 [18] - Yipin Hong has stated that its innovative drug AR882 has not yet been launched and will not significantly impact recent performance [19] - Huanrui Century has announced a performance compensation plan requiring original shareholders to compensate 116 million shares [20] - Huaren Health plans to acquire stakes in three pharmaceutical chain companies for a total of 3.282 billion yuan [21][22] - Hongming Co. is planning to acquire 83% of Shenzhen Chisu for 1.51 billion yuan [23] - Aishida intends to acquire an additional 7% stake in its subsidiary Qianjiang Robot for 13.09 million yuan [24] - Dasheng Intelligent has signed a contract worth 11.5 million yuan for a high-efficiency machine room project [25] - Jinggu Co. has received a notice to supply wheels for a major global automaker, with expected sales of approximately 158 million USD over ten years [26] - Pingzhi Information has signed a framework agreement with China Mobile for antenna products worth up to 13.01 million yuan [27] - Shanghai Laishi's controlling shareholder plans to increase its stake by 250 million to 500 million yuan [28] - Qixia Construction's shareholder plans to reduce its stake by up to 3% [29] - Sichuan Gold's major shareholders plan to reduce their stakes by up to 5.5% [30] - Qingyun Technology's shareholders plan to reduce their stakes by up to 4.5% [31] - Rhein Biological's directors plan to reduce their stakes by up to 0.14% [32] - Qingmu Technology's shareholder plans to reduce its stake by up to 3% [33] - Sanrenxing's employee shareholding platform plans to reduce its stake by up to 3% [34][35] - Juzhi Technology's director plans to reduce his stake by up to 40,000 shares [36] - Jingwang Electronics' major shareholders plan to reduce their stakes by up to 2.99% [37] - Jujiao Co. plans to reduce its stake by up to 2.6% [38] - Xiyu Tourism's major shareholder plans to reduce its stake by up to 3% [39]

证券代码：000892 证券简称：欢瑞世纪 公告编号：2025-21 欢瑞世纪联合股份有限公司 关于召开 2024 年年度股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、召开会议基本情况 （一）本次股东大会届次：2024年年度股东大会。 （二）召集人：本次股东大会由欢瑞世纪联合股份有限公司董事会召集。本公 司第九届董事会第十七次董事会议审议通过了《关于召开2024年年度股东大会的议 案》。 （三）本次股东大会的召开符合《上市公司股东大会规则》《公司章程》以及 其它法律、行政法规、部门规章、规范性文件的规定。 （四）会议召开日期和时间 （1）通过交易系统进行网络投票的时间为：2025年6月11日9:15～9:25、9:30～ （2）通过互联网投票系统投票的具体时间为：2025年6月11日9:15～15:00期 间的任意时间。 （五）会议召开方式 本次会议采取现场投票与网络投票相结合的方式，本公司将通过深圳证券交易 所交易系统和互联网投票系统（http://wltp.cninfo.com.cn）向全体股东提供网 络形式的投票平台，股东可以在网络 ...

Core Viewpoint - The company has approved a performance compensation plan due to the failure of Huanrui Century (Dongyang) Film and Television Media Co., Ltd. to meet performance commitments from 2016 to 2018, necessitating compensation from the responsible parties [1][10]. Summary by Sections 1. Overview of Equity Acquisition - The company completed a significant asset restructuring in 2016 by acquiring 100% of Huanrui Film through a non-public issuance of 391,644,880 shares [1]. 2. Performance Commitment Completion and Asset Impairment Testing - The auditing firm Tianjian issued unqualified audit reports for 2016 and 2017, but a qualified report for 2018, indicating uncertainty regarding the completion of performance commitments due to issues with accounts receivable from the drama "Tianxia Chang'an" [2][3]. 3. Performance Compensation Plan - The total number of shares to be compensated is calculated at 11,556.62 million shares, with a compensation amount of 88,523.71 million yuan, which exceeds the impairment amount of 59,710 million yuan, meaning no asset impairment compensation is required from the original shareholders [7][8][10]. 4. Related Matters and Monitoring Committee Opinion - The monitoring committee has approved the performance compensation plan, confirming that it complies with the agreements and does not harm the interests of the company or its shareholders [9][10]. 5. Independent Financial Advisor's Review - The independent financial advisor confirmed that the original shareholders of Huanrui Film should compensate for the unmet performance commitments, with the compensation amount exceeding the impairment amount [10]. 6. Legal Opinions - The legal opinion states that the compensation methods and quantities comply with legal regulations and contractual agreements, pending approval from the shareholders' meeting [10]. 7. Apology Statement - The company expresses regret for the unmet performance commitments from 2016 to 2018 and commits to enhancing oversight of Huanrui Film to improve operational performance [10].

Core Viewpoint - The report provides a verification of the performance commitments of Huanrui Century (Dongyang) Film and Television Media Co., Ltd. for the years 2016-2018, confirming that the management's statements align with accounting standards and regulations [1][5][12]. Group 1: Performance Commitment Overview - Huanrui Century completed the acquisition of Huanrui Film in 2016, issuing 391,644,880 shares to acquire 100% of the company [5][6]. - The original shareholders of Huanrui Film committed to minimum net profits of RMB 222.3 million, RMB 270 million, and RMB 343 million for the years 2016, 2017, and 2018, respectively [6][7]. - If the actual net profits fell short of these commitments, the original shareholders were obligated to compensate according to the profit compensation agreement [7][8]. Group 2: Verification and Audit Findings - Tianjian Accounting Firm provided audit reports for the years 2016-2018, with a standard unqualified opinion for 2016 and 2017, but a qualified opinion for 2018 due to uncertainties regarding accounts receivable related to the drama "Tianxia Chang'an" [11][12]. - The management of Huanrui Century made additional provisions for bad debts amounting to RMB 293.61 million to address the issues raised in the 2018 audit report [15][16]. - Following adjustments, the cumulative actual net profit for the commitment period was RMB 589.31 million, which was 70.49% of the cumulative commitment amount of RMB 836 million [16]. Group 3: Compensation Calculations - Based on the profit compensation agreement, the number of shares to be compensated was calculated as 11,556.62 thousand shares due to the shortfall in net profit [16][18]. - The compensation mechanism included adjustments for any stock splits or capital increases that occurred during the commitment period [8][9].

Core Viewpoint - The independent financial advisor, Chengtong Securities, conducted a verification of the performance commitments made by Huanrui Century United Co., Ltd. regarding the acquisition of Huanrui Century (Dongyang) Film and Television Media Co., Ltd. for the years 2016-2018, revealing that the company failed to meet its profit commitments during this period [1][11]. Basic Situation - Huanrui Century completed the acquisition of 100% equity of Huanrui Film in 2016, with the transaction approved by the China Securities Regulatory Commission [1][2]. - The performance commitments included net profits of at least 241 million RMB, 290 million RMB, and 368 million RMB for the years 2016, 2017, and 2018, respectively [3]. Performance Commitment Situation - The original shareholders of Huanrui Film committed to specific profit levels, with provisions for compensation if these levels were not met [2][3]. - The compensation mechanism involves calculating the number of shares to be compensated based on the shortfall in actual profits compared to the committed profits [3][4]. Performance Completion Situation - The auditing firm Tianjian issued reports for the years 2016-2018, with a qualified opinion for 2018 due to uncertainties regarding accounts receivable from the drama "Tianxia Chang'an" [5][6]. - The company recognized a bad debt provision of 293.61 million RMB to address the issues raised in the audit [6][7]. Compensation Calculation - The total shortfall in performance commitments over the three years amounted to 246.686 million RMB, leading to a required compensation of 11.55662 million shares [10][11]. - The calculated compensation value based on the share price of 7.66 RMB per share exceeds the impairment amount determined for Huanrui Film, resulting in no cash compensation required from the original shareholders [11]. Verification Opinion - Chengtong Securities concluded that Huanrui Film did not fulfill its performance commitments, necessitating compensation as per the agreements [11][12]. - The company is advised to ensure that the performance commitment parties fulfill their obligations in a timely manner to protect the interests of the company and its investors [13].

Core Viewpoint - The legal opinion letter from Beijing Hairun Tianrui Law Firm addresses the performance compensation and impairment compensation related to the asset acquisition of Huanyu Century Joint Stock Company, confirming that the compensation methods and calculations comply with relevant laws and regulations [1][2][11]. Group 1: Transaction Overview - The transaction involves Huanyu Century issuing 391,644,880 shares to acquire 100% of Huanyu Film and Television Media Co., Ltd. from its original shareholders, approved by the China Securities Regulatory Commission [1][4]. - The acquisition was executed on November 11, 2016, following resolutions from the company's board meetings and a temporary shareholders' meeting [1][4]. Group 2: Performance Commitment - The original shareholders of Huanyu Film committed to net profits of at least 241 million RMB, 290 million RMB, and 368 million RMB for the years 2016, 2017, and 2018, respectively [4][5]. - If the actual net profits fall short of these commitments, the original shareholders are obligated to compensate according to the profit compensation agreement [5]. Group 3: Compensation Calculation - The calculation for share compensation is based on the formula involving the cumulative actual net profit and the total number of shares issued in the transaction, ensuring that the total compensation does not exceed the shares issued [5][6]. - Asset impairment compensation is determined through a valuation process, where if the impairment exceeds the calculated compensation based on the share price, the original shareholders must pay the difference in cash [6][11]. Group 4: Performance Completion and Impairment Testing - The auditing firm Tianjian issued reports for the years 2016 to 2018, with the 2018 report containing a qualified opinion due to uncertainties regarding accounts receivable from the drama "Tianxia Chang'an" [7][8]. - Following adjustments for bad debt provisions, the cumulative actual profits achieved during the commitment period were reported, with specific figures provided for net profits and completion rates [10][9]. Group 5: Approval Procedures - The performance compensation and impairment compensation plans have been approved by the company's board and are pending approval at the upcoming annual shareholders' meeting in 2024 [11].