股票代码：002343 股票简称：慈文传媒 公告编号：2023-042 慈文传媒股份有限公司 第九届董事会第十四次会议决议公告 本公司及董事会全体成员保证信息披露内容真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 慈文传媒股份有限公司（以下简称"公司"）第九届董事会第十四次会议于 2023 年 9 月 11 日以通讯会议的方式召开。会议通知于 2023 年 9 月 7 日以专人送达、电子邮件、微 信等方式向全体董事发出。本次会议应出席董事 9 名，实际出席 9 名，会议由公司董事长 花玉萍女士主持，公司监事及高级管理人员列席了会议。会议的召集、召开和表决程序符 合《公司法》《公司章程》的有关规定，会议合法有效。 二、董事会会议审议情况 会议经审议，以投票表决的方式审议通过了以下议案： 1．审议通过《关于补选独立董事的议案》 鉴于独立董事刘文杰先生辞职，公司独立董事成员将不足董事会成员的三分之一，为 保证公司董事会规范运作，经董事会提名委员会审查，董事会提名席彦超先生为公司第九 届董事会独立董事候选人，任期自公司股东大会审议通过之日起至第九届董事会届满之日 止。具体内容详见公司 ...

股票代码：002343 股票简称：慈文传媒 公告编号：2023-044 慈文传媒股份有限公司 关于召开 2023 年第三次临时股东大会的通知 本公司及董事会全体成员保证信息披露内容真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 根据慈文传媒股份有限公司（以下简称"公司"）第九届董事会第十四次会议决议， 定于2023年9月27日召开2023年第三次临时股东大会。现将有关事项通知如下： 一、召开会议基本情况 1．股东大会届次：2023年第三次临时股东大会 2．会议召集人：公司董事会 3．会议召开的合法、合规性：公司于2023年9月11日召开的第九届董事会第十四次会 议审议通过了《关于召开2023年第三次临时股东大会的议案》，本次股东大会的召集、召 开符合《公司法》《证券法》《深圳证券交易所股票上市规则》和《公司章程》等的规定。 4．会议召开日期和时间： （1）现场会议召开时间：2023年9月27日（星期三）下午14:30。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为2023年9 月27日的交易时间，即上午9:15-9:25、9:30-11:30 和下午 13:00-15:00；通 ...

慈文传媒股份有限公司 独立董事提名人声明与承诺 提名人慈文传媒股份有限公司董事会现就提名席彦超 为_慈文传媒_股份有限公 司第_九_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_慈文传 媒_股份有限公司第_九_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_慈文传媒_股份有限公司第_九_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。 ☑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》第一百四十六条等规定不得担任 公司董事的情形。 ☑是 □否 如否，请详细说明：______________________________ 三、被提名人符合中国证监会 ...

慈文传媒股份有限公司（以下简称"公司"） 董事会近日收到独立董事刘文杰先 生的书面辞职报告。刘文杰先生由于个人原因，申请辞去公司董事会独立董事及审计 委员会委员、提名委员会委员、薪酬与考核委员会委员的职务。辞职后，刘文杰先生 将不再担任公司及子公司任何职务。 刘文杰先生辞职将导致公司独立董事成员不足董事会成员的三分之一，根据《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》及《公司章 程》等的规定，刘文杰先生的辞职将自股东大会选举产生新任独立董事后生效。在此 之前，刘文杰先生继续按照相关法律法规及《公司章程》的规定履行公司独立董事及 董事会相关专门委员会委员的职责。公司将按照规定程序尽快完成独立董事补选的工 作。 刘文杰先生的职务原定任期至公司第九届董事会届满为止。截至本公告披露日， 刘文杰先生未持有公司股份，不存在应当履行但未履行的承诺事项。 刘文杰先生在公司任职期间恪尽职守、勤勉尽责，公司及董事会对刘文杰先生任 职期间为公司发展所作出的贡献表示衷心的感谢！ 股票代码：002343 股票简称：慈文传媒 公告编号：2023-041 慈文传媒股份有限公司 关于独立董事辞职的公告 本公司及 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥439,931,816.04, representing an increase of 11.47% compared to ¥394,658,413.03 in the same period last year[22]. - The net profit attributable to shareholders of the listed company decreased by 40.47% to ¥25,894,426.59 from ¥43,496,243.42 year-on-year[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses fell by 91.67% to ¥3,240,745.63 from ¥38,881,244.80 in the previous year[22]. - The net cash flow from operating activities was ¥28,420,298.30, down 84.54% from ¥183,881,395.22 in the same period last year[22]. - Basic earnings per share decreased by 44.44% to ¥0.05 from ¥0.09 year-on-year[22]. - The company's operating revenue for the reporting period was approximately ¥439.93 million, representing an increase of 11.47% compared to ¥394.66 million in the same period last year[36]. - The operating cost increased by 35.94% to approximately ¥418.71 million, up from ¥308.01 million, primarily due to the larger scale of projects recognized during the reporting period[36]. - The company's gross profit margin for the film industry was 4.60%, down 17.40% from the previous year, with revenue from the film sector increasing by 11.13%[40]. Assets and Liabilities - Total assets at the end of the reporting period were ¥1,217,930,891.58, a decrease of 24.94% from ¥1,622,589,611.91 at the end of the previous year[22]. - The net assets attributable to shareholders of the listed company increased by 2.72% to ¥964,829,831.78 from ¥939,272,048.07 at the end of the previous year[22]. - The company's total assets as of the end of the reporting period were CNY 3,171,455,440.16, compared to CNY 3,114,021,025.97 at the end of the previous period[138]. - Total liabilities increased to CNY 87,776,559.24 from CNY 28,962,213.37 year-on-year[138]. - The company's equity totaled CNY 3,083,678,880.92, slightly down from CNY 3,085,058,812.60 in the previous period[138]. Shareholder Information - The company plans not to distribute cash dividends or issue bonus shares[6]. - The first extraordinary general meeting of 2023 had a 29.30% investor participation rate, held on April 6, 2023[63]. - The annual general meeting for 2022 also had a 29.30% investor participation rate, held on May 19, 2023[63]. - The total number of ordinary shareholders at the end of the reporting period was 56,817[117]. - The largest shareholder, Huazhang Tiandi Media Investment Holdings Group, holds 20.05% of the shares, totaling 95,227,379 shares[117]. - The second-largest shareholder, Ma Zhongjun, holds 9.16% of the shares, totaling 43,493,767 shares, with a decrease of 399,207 shares during the reporting period[117]. Risk Management - The company has outlined major risks and countermeasures in the report, emphasizing the importance of market conditions for future plans[5]. - The company faces risks related to policy changes and industry competition, which could impact project development and market share[57]. - The company has implemented a pre-sales marketing model to mitigate risks associated with the market acceptance of its film and television products[59]. Legal Matters - The company is involved in multiple legal disputes, including a claim for 16 million RMB in damages related to copyright infringement, with a ruling expected soon[86]. - The company has initiated lawsuits against various parties for a total of 240 million RMB in investment recovery and damages related to film projects[86]. - The company has ongoing litigation related to licensing fees amounting to RMB 4.8 million and RMB 8.35 million, respectively[84]. - The company is currently involved in a lawsuit for 105.75 million yuan concerning marketing service contract payments[89]. Strategic Initiatives - The company is actively developing a diverse range of projects, aiming to ensure a continuous output of high-quality content and maintain its leading position in the market[32]. - The company is committed to transforming from a traditional content provider to a premium operator in the broader entertainment industry[28]. - The company aims to become a leader in the content industry under new technological transformations, optimizing its talent structure to adapt to market changes[34]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its content library[87]. Environmental and Governance Practices - The company emphasizes environmental protection and energy conservation in its daily operations[68]. - The company is committed to safeguarding the rights of shareholders, particularly minority shareholders, in accordance with relevant laws and regulations[69]. - The company has established a complete corporate governance structure to ensure independent decision-making by the board and management[75]. Financial Adjustments and Restructuring - The company retained 250 million CNY in cash assets after the completion of the asset restructuring[75]. - The company committed to maintaining an independent financial management system post-restructuring, ensuring no shared bank accounts with controlled entities[75]. - The company guarantees that the restructuring will not interfere with its independent business operations and will minimize related party transactions[75].

Financial Performance - The company's operating revenue for Q1 2023 was ¥237,961,011.03, a decrease of 36.60% compared to ¥375,306,505.81 in the same period last year[5] - The net profit attributable to shareholders for Q1 2023 was ¥12,513,305.73, down 72.08% from ¥44,826,011.52 year-on-year[5] - The net cash flow from operating activities was ¥12,369,085.07, representing a decline of 89.02% compared to ¥112,683,067.48 in the previous year[5] - Total operating revenue for the current period is ¥237,961,011.03, a decrease of 36.5% from ¥375,306,505.81 in the previous period[21] - Net profit for the current period is ¥12,949,620.95, a decline of 76.1% compared to ¥53,700,093.62 in the previous period[22] - Operating profit for the current period is ¥18,011,105.15, down 72.5% from ¥65,453,737.69 in the previous period[21] - Basic and diluted earnings per share for the current period are both ¥0.03, down from ¥0.09 in the previous period[22] Assets and Liabilities - The company's total assets at the end of Q1 2023 were ¥1,461,593,220.93, a decrease of 9.92% from ¥1,622,589,611.91 at the end of the previous year[5] - The company's current assets totaled CNY 1,328,989,101.65, down from CNY 1,478,115,842.99 at the start of the year, indicating a decline of approximately 10.1%[18] - The total liabilities of the company were CNY 478,040,903.84, down from CNY 652,196,076.33, showing a decrease of about 26.7%[19] - The company's equity attributable to shareholders amounted to CNY 951,994,514.35, an increase from CNY 939,272,048.07, indicating a growth of approximately 1.5%[19] Cash Flow - The cash received from sales of goods and services was ¥50,377,200.00, down 67.52% year-on-year, mainly due to delayed accounts receivable[11] - Cash flow from operating activities for the current period is ¥12,369,085.07, a significant decrease from ¥112,683,067.48 in the previous period[24] - The company reported a net cash outflow from investing activities of ¥99,000,000.00 for the current period[24] - The company experienced a net cash outflow from financing activities of ¥4,588,047.46 for the current period[24] Accounts Receivable and Inventory - The company reported a significant increase in accounts receivable, which rose by 45.15% to ¥248,977,200.00, primarily due to project revenue recognition[8] - The company's accounts receivable increased to CNY 248,977,155.95 from CNY 171,533,228.04, reflecting a growth of approximately 45.2%[18] - The company reported a significant decrease in inventory, which fell to CNY 584,239,440.87 from CNY 797,529,025.84, a decline of approximately 26.8%[18] Financial Expenses and Subsidies - The company's financial expenses decreased by 228.92% to -¥1,958,400.00, attributed to an increase in bank deposits and a reduction in bank loans[10] - The company received government subsidies amounting to ¥897,191.70 during the period, contributing to its non-operating income[7] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 28,761, with the largest shareholder holding 20.05% of the shares[13] Investment Management - The company approved the use of up to CNY 200 million of idle funds for entrusted wealth management, ensuring liquidity and safety[16] - The company’s subsidiary Shanghai Ciwen Media subscribed to CNY 19.9 million in a single asset management plan, maintaining a total balance of CNY 200 million in such investments[16]

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the year 2022, representing a growth of 15% compared to the previous year[14]. - The company's operating revenue for 2022 was ¥466,430,501.56, representing a 15.09% increase compared to ¥405,291,092.17 in 2021[20]. - The net profit attributable to shareholders for 2022 was ¥49,234,471.68, a significant turnaround from a loss of ¥233,969,905.64 in 2021, marking a 121.04% improvement[20]. - The total revenue for Ciweng Media Co., Ltd. in 2022 was reported at 254.36 million RMB, reflecting a significant performance in the media sector[133]. - The company reported a total revenue of 1.5 billion RMB for the fiscal year 2022, representing a year-over-year increase of 15%[125]. - The company reported a net profit margin of 12% for 2022, with plans to improve this to 15% by optimizing operational efficiencies[125]. User Engagement and Market Expansion - User engagement metrics showed a 20% increase in active users across the company's platforms, reaching 5 million active users by the end of 2022[14]. - User data showed an increase in active users by 20% year-over-year, reaching 10 million active users by the end of 2022[125]. - The company is planning to expand its market presence in Southeast Asia, targeting a 30% increase in regional revenue by 2024[14]. - Market expansion plans include entering two new provinces in China, targeting a 5% market share in these regions by the end of 2023[125]. - The company is considering strategic acquisitions to enhance its content library, with a budget of 300 million RMB allocated for potential deals[125]. Research and Development - Research and development efforts have led to the launch of three new products in the digital media space, contributing to a 5% increase in market share[14]. - The company is investing 100 million RMB in R&D for new technologies aimed at enhancing content delivery and user engagement[125]. - The company plans to embrace AI technology to enhance efficiency and deepen IP value, indicating a shift towards innovative business models[81]. Strategic Initiatives - The company has outlined a future outlook with a projected revenue growth of 10% for 2023, driven by new content releases and market expansion strategies[14]. - A strategic acquisition of a local media company is expected to enhance content production capabilities and is projected to add 200 million RMB in annual revenue[14]. - The company aims to implement a "four reductions and one increase" strategy, focusing on reducing accounts receivable, inventory, costs, and risks while increasing revenue to enhance asset liquidity and support high-quality development[92]. Governance and Management - The board of directors consists of 9 members, including 3 independent directors, who actively participate in decision-making and governance[105]. - The company has established a transparent performance evaluation system for directors and senior management, ensuring fairness in hiring and compensation[105]. - The company has a dedicated internal audit department to oversee financial management and compliance with laws and regulations[108]. - The company is committed to maintaining a strong independent board to ensure effective oversight and strategic direction[119]. Legal and Compliance - The company is currently involved in arbitration regarding a claim of 16 million RMB for broadcasting rights, with the case still under review[169]. - The company has been actively pursuing legal actions to recover outstanding amounts from previous rulings[169]. - The company is navigating a complex legal environment with potential financial repercussions, highlighting the importance of legal strategy in its overall business operations[175]. Cost Management - The company is actively optimizing its management structure and reducing costs, aiming to enhance operational efficiency through a "four reductions and one increase" strategy[42]. - The operating cost for the film and television sector was approximately ¥358.70 million, which is 99.82% of total operating costs, reflecting a 6.55% increase from the previous year[53]. - Management expenses fell by 58.18% to ¥32,328,151.94 as a result of internal management optimization and strengthened cost control[58]. Shareholder Relations - The company has established a comprehensive profit distribution policy, ensuring the protection of minority shareholders' rights[142]. - The board of directors approved a dividend payout of 0.2 RMB per share, reflecting a commitment to returning value to shareholders[125]. - The company did not propose any cash dividend distribution for the 2022 fiscal year, citing a negative retained profit in the consolidated financial statements[143].

Group 1: Company Overview - Ciwon Media focuses on IP development and original content in the film and television industry [4] - The company has produced popular series such as "To Youth," "Old Nine Gates," and "Special Agent Empress" [4] - Ciwon Media's productions cover diverse genres including historical, fantasy, war, and contemporary themes [4] Group 2: Production Plans - Upcoming productions include the TV series "Cool Life" set to start in September and "Speed" in October-November, with a significant portion filmed in the USA [4] - The company plans to produce four online movies related to "Old Nine Gates," which will air after the main series concludes [4][5] Group 3: Financial Performance - The average gross profit margin for the company's film and television business is around 45%, with variations depending on the specific production [6] - The company forecasts a net profit of between 125 million and 147.5 million yuan for the third quarter [6] Group 4: Market Trends and Challenges - The market is experiencing steady growth, with increasing distribution prices, especially for online content, while production costs are also rising [5][6] - The company acknowledges the uncertainty in production schedules and the long lead time from filming to airing [5] Group 5: Future Strategies - Ciwon Media aims to enhance its brand by focusing on IP and expanding into film, interactive gaming, and merchandise development [7] - The acquisition of Zancai Technology is part of a strategy to integrate IP across the entire industry chain [7]

编号： 证券代码：002343 证券简称：慈文传媒 慈文传媒股份有限公司 投资者关系活动记录表 | --- | --- | --- | |----------------|-----------------------|---------------------------------| | | | | | | √ | 特定对象调研 □分析师会议 | | | □ | 媒体采访 □业绩说明会 | | 投资者关系活动 | □ | 新闻发布会 □路演活动 | | 类别 | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | 安邦基金 王凌霄 | | | 人员姓名 | 北京合正普惠 高琦袆 | | | | 北京泓澄投资 厉成旭 | | | | 毕盛资产 沈文杰 | | | | 长盛基金 纪虹韵 | | | | 淡水泉 李天 | | | | 东方资产 叶峰 | | | | 方正富邦基金 闻晨雨 | | | | 富国基金 方竹静 | | | | 广发基金 陶玉鸣 | | | | 广发证券资管 胡泽 | | | | 国泰基金 张容赫 | | | | 国都证券基金部 张小强 | ...