证券代码：002181 证券简称：粤传媒 公告编号：2025-037 广东广州日报传媒股份有限公司 关于诉讼案件进展的公告 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. 案件所处的诉讼阶段：执行阶段 2. 上市公司所处的当事人地位：申请执行人 3. 涉案金额：5.36亿元 2017年5月，广东广州日报传媒股份有限公司（以下简称"公司"）及公司之全资子公司广州 日报新媒体有限公司（以下简称"新媒体公司"）收到广东省高级人民法院就（2017）粤民初31 号案件出具的《受理案件通知书》，公司及新媒体公司与叶玫等24名上海香榭丽广告传媒有限公 司（以下简称"香榭丽公司"）的原股东和部分原股东的关联人之间股权转让纠纷一案，公司及 新媒体公司起诉至广东省高级人民法院，广东省高级人民法院已依法予以受理。具体内容详见公 司2017年5月18日刊载于《中国证券报》《证券时报》《证券日报》及巨潮资讯网（www.cninfo.com.cn） 的《关于收到法院受理案件通知书的公告》（2017-030）。 2017年11月，公司收到广东省高级人民法院送达的《民事裁定 ...

Market Overview - The publishing sector saw a slight increase of 0.01% on August 6, with Xinhua Wenhui leading the gains [1] - The Shanghai Composite Index closed at 3633.99, up 0.45%, while the Shenzhen Component Index closed at 11177.78, up 0.64% [1] Individual Stock Performance - Xinhua Wenhui (601811) closed at 15.72, up 1.95% with a trading volume of 45,500 shares and a turnover of 71.28 million yuan [1] - Changjiang Publishing (600757) closed at 9.72, up 1.04%, with a trading volume of 123,800 shares and a turnover of 120 million yuan [1] - Tianzhou Culture (300148) closed at 5.30, up 0.95%, with a trading volume of 707,000 shares and a turnover of 374 million yuan [1] - Other notable stocks include Zhongwen Online (300364) at 26.19, up 0.69%, and China Publishing (601949) at 6.89, up 0.58% [1] Capital Flow Analysis - The publishing sector experienced a net outflow of 172 million yuan from institutional investors, while retail investors saw a net inflow of 198 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Detailed Capital Flow for Selected Stocks - Zhongnan Publishing (601098) had a net inflow of 9.97 million yuan from institutional investors, while retail investors saw a net inflow of 2.49% [3] - Reader Media (603999) experienced a net inflow of 477.75 million yuan from institutional investors but a net outflow of 736.95 million yuan from retail investors [3] - Longjiang Publishing (600757) had a net inflow of 237.24 million yuan from institutional investors, with retail investors contributing a net inflow of 10.42% [3]

Core Viewpoint - The company is conducting a board election for its 12th board of directors, with Chen Qinnai elected as a representative director from the employee representatives [1][2]. Group 1: Board Election - The 11th board of directors' term is nearing completion, prompting the election for the 12th board [1]. - The election was held on July 30, 2025, during the first employee representative assembly, in compliance with relevant laws and regulations [1]. - Chen Qinnai has been elected as the employee representative director and will join the board elected at the upcoming shareholders' meeting [1]. Group 2: Director Qualifications - Chen Qinnai meets the qualifications and conditions for directorship as per the Company Law and the company's articles of association [1]. - The 12th board will consist of 9 directors, with the number of directors holding senior management positions and employee representatives not exceeding half of the total board [1]. Group 3: Current Board Responsibilities - Until the new board members are elected, the current board will continue to fulfill their responsibilities as per legal and regulatory requirements [2]. Group 4: Chen Qinnai's Background - Chen Qinnai, born in March 1989, holds a bachelor's degree in management from South China University of Technology [4]. - She has held various positions within the company since 2010, including roles in the audit department and has been the deputy director of the audit department since October 2018 [4]. - As of the disclosure date, she does not hold any shares in the company and has no related party relationships with significant shareholders or other board members [5].

广东广州日报传媒股份有限公司 证券代码：002181 证券简称：粤传媒 公告编号：2025-036 董事会 二○二五年八月一日 - 1 - 关于第十二届董事会职工董事选举结果的公告 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。 广东广州日报传媒股份有限公司（以下简称"公司"）第十一届董事会任期将届满，现开展董 事会换届选举工作。根据《中华人民共和国公司法》《深圳证券交易所股票上市规则》等相关法 律法规的有关规定，公司于 2025 年 7 月 30 日以现场方式召开第三届第一次职工代表大会，对第 十二届董事会职工代表董事人选进行选举，会议的召开及表决程序符合职工代表大会决策的有关 规定。经表决，会议选举陈沁旎女士为公司第十二届董事会职工董事（简历见附件）。 陈沁旎女士将与公司 2025 年第一次临时股东大会选举产生的董事共同组成公司第十二届董 事会，其任期及就任时间与公司第十二届董事会一致。 陈沁旎女士符合《中华人民共和国公司法》《公司章程》中相关董事任职的资格和条件。公 司第十二届董事会将由 9 名董事组成，拟选举的董事中兼任高级管理人员职务的董事以及由职 ...

Core Points - The company held its 34th meeting of the 11th Board of Directors on July 30, 2025, where several resolutions were passed regarding amendments to the company's articles of association and related rules [1][2][3]. Group 1: Amendments to Company Regulations - The company approved the amendment of its articles of association, transferring the supervisory functions of the supervisory board to the audit committee of the board [1]. - The company plans to revise the "Rules of Procedure for Shareholders' Meetings" to align with the changes made to the articles of association, renaming it to "Rules of Procedure for Shareholder Meetings" [2][3]. - The "Rules of Procedure for Board Meetings" will also be amended to reflect the changes in the articles of association [3]. Group 2: Board of Directors Election - The company will conduct an election for the 12th Board of Directors, which will consist of 9 members: 5 non-independent directors, 3 independent directors, and 1 employee representative [4]. - The board has nominated candidates for the non-independent director positions, including individuals from the controlling shareholder Guangzhou Media Holdings Co., Ltd. [4][5]. - The independent director candidates have been nominated and must pass the Shenzhen Stock Exchange's review before being submitted for shareholder approval [6]. Group 3: Upcoming Shareholder Meeting - The company has scheduled its first extraordinary general meeting of 2025 for August 15, 2025, to discuss the proposed amendments and board elections [6][7]. - The meeting will be conducted with both on-site and online voting options available for shareholders [6].

Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on August 15, 2025, to review relevant proposals submitted by the 34th meeting of the 11th Board of Directors [1][2] - The meeting will be conducted in compliance with relevant laws, regulations, and the company's articles of association [1][2] - Shareholders can vote through both on-site and online methods, with online voting available from 9:15 AM to 3:00 PM on the meeting day [1][2][5] Voting Procedures - Shareholders must choose either on-site or online voting, and duplicate votes will be counted based on the first submission [2][3] - The equity registration date is set for August 8, 2025, allowing all ordinary shareholders to attend the meeting [2][3] - The meeting will include proposals that require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [3] Proposal Details - The meeting will review proposals for the election of non-independent and independent directors, with separate voting for each category [3][4] - The election of non-independent directors will require a total of 5 candidates, while 3 independent directors will be elected [7] - The results of the voting will be disclosed in accordance with regulations, specifically for small and medium investors [3][4] Registration and Attendance - Registration for attending the meeting will occur on August 14, 2025, with specific documentation required for both shareholders and their proxies [4][5] - Shareholders attending the meeting must arrive at least half an hour early and bring necessary identification and documentation [5][6] Online Voting Instructions - Detailed instructions for participating in online voting are provided, including the voting code and the need for identity verification [6][8] - The online voting system will be available during specified trading hours on the meeting day [8]

Core Viewpoint - Guangdong Guangzhou Daily Media Co., Ltd. has revised its Articles of Association and related regulations to enhance corporate governance and compliance with updated laws and regulations [1][2]. Summary by Sections Reasons for Revision - The revisions aim to improve the company's operational standards in accordance with the Company Law of the People's Republic of China, the Guidelines for Articles of Association of Listed Companies (2025 Revision), and other relevant regulations [1][2]. Specific Amendments to Articles of Association - The amendments include changes to the roles of the supervisory board, which will now be undertaken by the audit committee of the board of directors [2]. - The company's Articles of Association will be updated to reflect these changes, and the existing Supervisory Committee Rules will be abolished upon approval by the shareholders' meeting [1][2]. Rights of Shareholders - Shareholders are entitled to various rights, including receiving dividends, participating in shareholder meetings, supervising company operations, and transferring their shares according to legal provisions [4][6]. Shareholder Meeting Procedures - The shareholder meeting is the company's authority body, responsible for deciding on operational policies, electing directors, approving financial reports, and other significant corporate actions [10][11]. - The notice for shareholder meetings must include essential details such as time, location, agenda, and voting procedures [21][22]. Voting Procedures - The election of directors and supervisors will follow a cumulative voting system, allowing shareholders to allocate their votes among candidates [82][83]. - Related shareholders are prohibited from voting on matters involving related transactions to ensure fairness [89].

Core Viewpoint - The Guangdong Guangzhou Daily Media Co., Ltd. has nominated Liu Zhonghua as a candidate for the independent director of its 12th board, ensuring compliance with relevant laws and regulations regarding independent director qualifications and independence [1][7]. Group 1: Nomination Process - The nomination was made after a thorough understanding of the candidate's professional background, education, qualifications, and any potential conflicts of interest [1]. - The candidate has agreed in writing to serve as an independent director [1]. Group 2: Compliance with Regulations - The candidate has passed the qualification review by the company's 11th board nomination committee [2]. - The candidate meets the requirements set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [2][3]. - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [3]. Group 3: Independence and Qualifications - The candidate does not have any relationships that could affect their independent performance [1][5]. - The candidate has no disqualifying conditions as per the Company Law of the People's Republic of China [2]. - The candidate possesses the necessary knowledge and experience related to the operation of listed companies, with over five years of relevant work experience [4][5]. Group 4: Commitment and Accountability - The nominator guarantees the truthfulness and completeness of the statements made regarding the candidate [7]. - The nominator commits to report any changes in the candidate's independence status during their tenure [7].

证券代码：002181 证券简称：粤传媒 公告编号：2025-034 广东广州日报传媒股份有限公司 独立董事提名人声明与承诺 提名人广东广州日报传媒股份有限公司董事会现就提名刘瑛女 士为广东广州日报传媒股份有限公司第十二届董事会独立董事候选 人发表公开声明。被提名人已书面同意作为广东广州日报传媒股份 有限公司第十二届董事会独立董事候选人（参见该独立董事候选人 声明）。本次提名是在充分了解被提名人职业、学历、职称、详细 的工作经历、全部兼职、有无重大失信等不良记录等情况后作出的， 本提名人认为被提名人符合相关法律、行政法规、部门规章、规范 性文件和深圳证券交易所业务规则对独立董事候选人任职资格及独 立性的要求，具体声明并承诺如下事项： 一、被提名人已经通过广东广州日报传媒股份有限公司第十一 届董事会提名委员会或者独立董事专门会议资格审查，提名人与被 提名人不存在利害关系或者其他可能影响独立履职情形的密切关 系。 如否，请详细说明： 四、被提名人符合公司章程规定的独立董事任职条件。 是 □否 如否，请详细说明： 是 □否 如否，请详细说明： 二、被提名人不存在《中华人民共和国公司法》第一百七十八 条等规定不得担任 ...

Group 1 - The company has reviewed the qualifications and work experience of candidates for the 12th Board of Directors, concluding that both non-independent and independent director candidates meet the necessary criteria [1][2] - Non-independent director candidates include Li Guiwen, Wu Yu, Ye Yun, Liu Xiaomei, and Guo Xianjun, all deemed qualified to fulfill their roles [1] - Independent director candidates include Liu Zhonghua, Liu Ying, and Li Guang, who also possess the required qualifications and experience [1][2] Group 2 - The nomination committee has agreed to propose the aforementioned candidates for the 12th Board of Directors to the company's board for review [2] - The committee's review is in accordance with relevant laws, regulations, and the company's articles of association [1] - The meeting was attended by committee members who signed off on the review [2]