金融界5月28日消息，上证指数高开震荡，中证传媒指数 (中证传媒，399971)上涨0.15%，报1190.44 点，成交额166.32亿元。 数据统计显示，中证传媒指数近一个月上涨2.14%，近三个月下跌6.62%，年至今上涨2.75%。 据了解，中证传媒指数从营销与广告、文化娱乐、数字媒体等行业中，选取总市值较大的50只上市公司 证券作为指数样本，以反映传媒领域代表性上市公司证券的整体表现。该指数以2010年12月31日为基 日，以1000.0点为基点。 从指数持仓来看，中证传媒指数十大权重分别为：分众传媒（12.21%）、岩山科技（5.22%）、昆仑万 维（4.88%）、恺英网络（4.46%）、光线传媒（4.21%）、利欧股份（4.1%）、三七互娱（3.66%）、 蓝色光标（3.39%）、神州泰岳（3.35%）、巨人网络（3.12%）。 从中证传媒指数持仓的市场板块来看，深圳证券交易所占比75.10%、上海证券交易所占比24.90%。 从中证传媒指数持仓样本的行业来看，通信服务占比100.00%。 资料显示，指数样本每半年调整一次，样本调整实施时间分别为每年6月和12月的第二个星期五的下一 交易日。权重 ...

Group 1 - The company plans to acquire 100% equity of Chengdu New潮传媒 Group from 50 counterparties, including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd., through a combination of issuing shares and cash payment [3] - This transaction is expected not to constitute a major asset restructuring but is classified as a related party transaction and does not qualify as a restructuring listing [4] - As of the announcement date, the company has actively advanced the transaction, with due diligence, auditing, evaluation, and regulatory filings still in progress [5] Group 2 - The board of directors approved the transaction plan during the 18th (temporary) meeting of the 8th board on April 2025, and further details are available on the company's official disclosure platform [5] - The transaction requires further approval from the board and shareholders, as well as regulatory approval, which introduces uncertainty regarding the timing and outcome of these approvals [6] - The company will continue to fulfill its information disclosure obligations in accordance with relevant laws and regulations as the transaction progresses [6]

证券代码：002027 证券简称：分众传媒 公告编号：2025-039 公司拟以发行股份及支付现金的方式购买张继学、重庆京东海嘉电子商务有 限公司、百度在线网络技术（北京）有限公司等 50 个交易对方持有的成都新潮 传媒集团股份有限公司 100%的股权。 本次交易预计不构成重大资产重组，构成关联交易，不构成重组上市。 二、本次交易的进展情况 2025 年 4 月，公司召开第八届董事会第十八次（临时）会议，审议通过了 《公司关于<发行股份及支付现金购买资产暨关联交易预案>及其摘要的议案》 等与本次交易相关的各项议案，具体内容详见公司刊登于巨潮资讯网 （www.cninfo.com.cn）上的相关公告。 分众传媒信息技术股份有限公司 关于发行股份及支付现金购买资产暨关联交易的进展公告 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，简明清 晰，通俗易懂，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、分众传媒信息技术股份有限公司（以下简称"公司"）已披露的《公司发 行股份及支付现金购买资产暨关联交易预案》的"重大事项提示"及"重大风险 提示"章节中，已详细披露了公司拟发行股份及支付现金购买资产（以 ...

Core Viewpoint - The company has established a strategic committee to enhance governance and focus on sustainable development, achieving a strong position in ESG ratings within the media industry [2][4]. Group 1: Governance and ESG Ratings - The company has formed a Strategic and Sustainable Development Committee consisting of 5-7 directors, including at least one independent director, to oversee long-term strategy, major investments, and ESG matters [2]. - According to the ESG ratings published by Huazheng Index in March 2025, the company received a BBB rating, ranking 4th among listed media companies, while Zhongzheng Index and Zhongcheng Green Finance rated it A and A- respectively, indicating a strong market position [4]. Group 2: ESG Practices and Innovations - The company's governance structure includes 4 independent directors out of 7 board members, with independent directors leading key committees, enhancing decision-making independence [6]. - The company has implemented a "county cooperation + partner co-construction + social recruitment" model in its public welfare initiatives, adding 820 schools in 2024 and providing programming education resources to 1,045 schools, training 1,292 teachers, a 364% increase from 2023 [6]. - The company has integrated AI technology into its operations, utilizing over 500,000 advertising data points to develop an AI marketing model that streamlines the advertising process from generation to strategy optimization [6]. Group 3: Compliance and Advertising Issues - Despite advancements in ESG governance, the company has faced multiple advertising violations, raising concerns about its compliance management system [8][9]. - The company was included in a list of typical cases of false advertising by the Shanghai Market Supervision Administration in April 2024, highlighting issues with a specific advertisement that was deemed inappropriate [8]. - The company's sustainable development report emphasizes the need for improved compliance management and transparency, as discrepancies exist between its stated commitments and actual advertising practices [10].

证券研究报告 | 2025年05月26日 传媒互联网周报 优于大市 豆包、昆仑天工等国产 AI 进展迅速，52TOYS 递表港交所 本周重要数据跟踪：《Whiteout Survival》蝉联手游榜首。1）本周（5 月 19 日-5 月 25 日）电影票房 2.06 亿元。票房前三名分别为《星际宝贝史迪 奇》（0.47 亿元，票房占比 22.7%）、《水饺皇后》（0.41 亿元，票房占比 19.6%）、《猎金·游戏》（0.36 亿元，票房占比 17.6%）；2）综艺节目方 面，《哈哈哈哈哈第五季》、《歌手 2025》、《奔跑吧第九季》、《乘风 2025》和《无限超越班第三季》排名居前；3）游戏方面，2025 年 4 月中国 手游收入前三名分别为点点互动《Whiteout Survival》、腾讯《PUBG Mobile》 和米哈游《崩坏：星穹铁道》。 投资建议：短期业绩周期向上，中长期持续看好 AI 应用及 IP 潮玩。1）基 本面底部改善，关注游戏、广告媒体、影视等板块，把握个股α。游戏 板块自下而上把握产品周期及业绩表现，推荐恺英网络、巨人网络、姚 记科技、心动公司等标的；媒体端关注经济底部向上带来的广告 ...

行 业 及 产 业 2025 年 05 月 25 日 美图合作阿里，阿里影业拟更名大 行 业 研 究 / 行 业 点 评 相关研究 证 券 研 究 报 告 证券分析师 林起贤 A0230519060002 linqx@swsresearch.com 袁伟嘉 A0230519080013 yuanwj@swsresearch.com 任梦妮 A0230521100005 renmn@swsresearch.com 夏嘉励 A0230522090001 xiajl@swsresearch.com 赵航 A0230522100002 zhaohang@swsresearch.com 研究支持 黄俊儒 A0230123070011 huangjr@swsresearch.com 张淇元 A0230124080001 zhangqy@swsresearch.com 联系人 林起贤 (8621)23297818× linqx@swsresearch.com 本研究报告仅通过邮件提供给 中庚基金 使用。1 本期投资提示： ⚫ 美图公司：与阿里巴巴达成战略合作，提升生产力场景变现确定性。阿里以可转债 2.5 亿美金投资美图； ...

Meeting Information - The annual shareholder meeting of Focus Media will be held on June 25, 2025, at 14:30 [1] - Network voting will also take place on the same day, with specific voting times from 9:15 to 15:00 [1] Eligibility and Attendance - All ordinary shareholders registered by the close of trading on June 18, 2025, are eligible to attend the meeting [2] - Shareholders can appoint agents to attend and vote on their behalf, and these agents do not need to be shareholders of the company [2] Meeting Agenda - The meeting will review proposals that have already been approved by the company's board and supervisory board [2] - Independent directors will report on their duties during the meeting [2] Registration Process - Different registration procedures are outlined for corporate and individual shareholders, including necessary documentation [2] - Shareholders can also register via written correspondence, fax, or email [2] Voting Procedures - The meeting will provide a network voting platform, allowing shareholders to vote through the Shenzhen Stock Exchange trading system and internet voting system [4] - Specific voting procedures for both non-cumulative proposals and the overall agenda are detailed [6]

Core Viewpoint - The company has established a comprehensive insider information management system to ensure confidentiality, fairness, and compliance with relevant laws and regulations regarding insider information disclosure [1][2]. Chapter Summaries Chapter 1: General Principles - The company aims to regulate insider information management and enhance confidentiality to protect investors' rights [1]. - The board of directors is responsible for managing insider information, with the chairman as the primary responsible person [1]. Chapter 2: Scope of Insider Information - Insider information includes any unpublicized information that could significantly impact the company's operations, finances, or stock prices [2]. - Specific examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [2][3]. Chapter 3: Scope of Insider Information Recipients - Insider information recipients include company directors, senior management, major shareholders, and relevant external personnel who can access insider information [4]. Chapter 4: Insider Information Flow and Filing Procedures - The company must maintain accurate records of insider information recipients and the details of their knowledge of such information [5][6]. - Each insider information event must be documented separately, and a memorandum of significant events must be created for major transactions [6][7]. Chapter 5: Confidentiality Responsibilities and Accountability - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information [8][9]. - The company must implement measures to limit the dissemination of insider information within the organization [8]. Chapter 6: Additional Provisions - The company is responsible for revising and interpreting the insider information management system as necessary [10]. - The system will take effect upon approval by the board of directors and will be updated as needed [10].

Core Points - The company has established a Compensation and Assessment Committee to create a performance evaluation system for directors and senior management, aiming to enhance corporate governance and talent management [1][2][3] - The committee consists of three independent directors and is responsible for formulating assessment standards and compensation policies for directors and senior management [2][3] - The committee's recommendations on compensation must be approved by the board and submitted for shareholder review, ensuring transparency and accountability [3][4] Section Summaries General Provisions - The company aims to improve its governance structure and talent utilization through a scientific compensation management system [1] - The committee operates independently within the authority granted by the board and reports directly to it [1][2] Composition and Appointment - The committee is composed of three independent directors, with members nominated by the chairman or a majority of independent directors [2] - The committee's term aligns with that of the board, and any vacancies must be filled according to established procedures [2][3] Powers and Responsibilities - The committee can propose recommendations regarding the compensation of directors and senior management, as well as changes to incentive plans [3][4] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [3] Meeting Rules - Meetings must be convened with at least two-thirds of the members present, and decisions require a majority vote [4] - The committee can invite other directors and senior management to attend meetings as necessary [4] Miscellaneous Provisions - Any matters not covered by the guidelines will be governed by relevant laws and regulations, and the committee is responsible for revising the guidelines as needed [5][6]

Core Points - The article outlines the external guarantee management system of the company, aiming to regulate external guarantee behavior, control risks, and protect investors' rights [2][3] - The system is based on various laws and regulations, including the Civil Code of the People's Republic of China and the Company Law [2] - The company must conduct external guarantees in a legal, prudent, mutually beneficial, and secure manner [3] Summary by Sections General Principles - The company defines external guarantees as providing guarantees, asset pledges, and other forms of guarantees using its own assets or credit for third parties [2] - External guarantees must be approved by the board of directors or shareholders' meeting [4] Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, including strong debt repayment ability [6] - The application for guarantees must include comprehensive financial and operational information about the applicant [7][8] Execution Procedures and Information Disclosure - Guarantees must be reviewed and approved by the board of directors or shareholders' meeting, with specific thresholds for additional scrutiny based on the amount of the guarantee [12][13] - The company must disclose any guarantees that exceed certain financial thresholds, such as 10% of the latest audited net assets [13][14] Contract Review and Establishment - All external guarantees must be documented in written contracts that comply with legal requirements [22] - The chairman or authorized personnel must sign guarantee contracts based on board or shareholder resolutions [23] Responsibilities - The company must strictly adhere to the established system for external guarantees, with accountability for any breaches of procedure [25][26] - Individuals who exceed their authority in signing guarantee contracts may face penalties and be liable for any resulting losses [26][27]