2025年半年度非经营性资金占用及其他关联资金往来情况汇总表 | 编制单位：世纪天鸿教育科技股份有限公司 | | | | | | | | | | 单位：元 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性 | 资金占用方名称 | 占用方与上市公司 | 上市公司核算 | 2025年期初占 | 2025年半年度 占用累计发生 | 2025年半年度 占用资金的利 | 2025年半年度 偿还累计发生 | 2025年半年度 期末占用资金 | 占用形成原因 | 占用性质 | | 资金占用 | | 的关联关系 | 的会计科目 | 用资金余额 | | | | | | | | | | | | | 金额（不含利 | 息（如有） | 金额 | 余额 | | | | 控股股东、 | | | | | | | | | | | | 实际控制人 | | | | | | | | | | | | 及其附属企 | | | | | | | | | | | | 业 | | | | | | | | | | | | 小计 | — | — | — | | ...

世纪天鸿教育科技股份有限公司 关于 2025 年半年度募集资金存放、管理与使用情况的专项报 告 根据《上市公司募集资金监管规则》《上市公司自律监管指引第 2 号——创业 板上市公司规范运作（2025 年修订）》及信息披露业务备忘录的相关规定，现将世 纪天鸿教育科技股份有限公司（以下简称"本公司"或"公司"）2025 年半年度募 集资金存放、管理与使用情况说明如下： 一、募集资金基本情况 （一）实际募集资金金额、资金到位时间 1、首次公开发行股票募集资金 经中国证券监督管理委员会（以下简称"中国证监会"）《关于核准山东世纪 天鸿文教科技股份有限公司首次公开发行股票的批复》（证监许可〔2017〕1601 号） 核准（公司于 2018 年 8 月更名为"世纪天鸿教育科技股份有限公司"，公告编号： 2018-043），并经深圳证券交易所同意，公司首次公开发行人民币普通股（A 股） 股票 2,335 万股，每股发行价格为人民币 7.71 元，募集资金总额为人民币 18,002.85 万元，扣除各项发行费用 3,497 万元后，实际募集资金净额为人民币 14,505.85 万 元。上述发行募集资金已经瑞华会计师事务所（特 ...

证券代码：300654 证券简称：世纪天鸿 公告编号：2025-045 世纪天鸿教育科技股份有限公司 第四届监事会第十次会议决议公告 本公司及监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。 1、审议通过《关于公司 2025 年半年度报告及其摘要的议案》 经审议，监事会认为：公司使用自有资金支付募投项目部分款项并以募集 资金等额置换的事项，有利于提高公司资金的使用效率，降低公司财务成本，不 影响募集资金投资项目的正常实施，也不存在变相改变募集资金投向和损害股东 利益的情形，符合公司及全体股东的利益。该置换事项已按有关法律法规的规定 和要求履行了必要的审批程序，监事会同意公司使用自有资金支付募投项目部分 款项并以募集资金等额置换的事项。 一、会议召开情况 世纪天鸿教育科技股份有限公司（以下简称"公司"）第四届监事会第十次 会议于 2025 年 8 月 25 日在公司会议室以现场表决的方式召开。会议通知已于 2025 年 8 月 13 日以专人送达方式向全体监事发出。本次会议应出席监事 3 人， 实际出席会议监事 3 人，会议由监事会主席王凯先生召集和主持。本次会议的召 集 ...

Financial Performance - The company reported a significant increase in revenue for the first half of 2025, achieving a total of RMB 500 million, representing a 20% growth compared to the same period last year[15]. - The company's operating revenue for the current period is ¥155,521,503.49, a decrease of 4.57% compared to the same period last year[22]. - Net profit attributable to shareholders decreased by 63.57% to ¥2,755,607.88 from ¥7,563,484.16 in the previous year[22]. - The company's revenue for the reporting period was approximately ¥155.52 million, a decrease of 4.57% compared to ¥162.97 million in the same period last year[65]. - Net profit for the first half of 2025 was ¥3,680,614.78, compared to ¥10,211,488.66 in the first half of 2024, indicating a decrease of approximately 64.1%[176]. - The total comprehensive income for the first half of 2025 was ¥3,680,614.78, down from ¥10,211,488.66 in the first half of 2024, reflecting a decrease of approximately 64.1%[177]. - The company reported a significant increase in cash and cash equivalents, ending the first half of 2025 with ¥492,601,973.14, compared to ¥252,552,460.34 at the end of the first half of 2024[179]. - The total equity attributable to shareholders decreased from CNY 847,869,725.56 to CNY 830,664,487.57, a decline of about 2%[167]. User Engagement and Market Expansion - User data showed that the active user base grew to 1.2 million, an increase of 15% year-over-year, indicating strong engagement with the company's educational products[15]. - The company is expanding its market presence by entering three new provinces, targeting an additional 200,000 students by the end of 2025[15]. - The company aims to leverage the "Double Reduction" policy to enhance its service offerings, aligning with national educational reforms[15]. - The company is focusing on direct sales channels, including e-commerce partnerships with platforms like JD.com and Tmall, to enhance its market reach[36]. - The company has established a marketing team to strengthen direct sales channels and expand e-commerce platforms for educational materials[30]. Product Development and Innovation - New product launches included an AI-driven educational tool that aims to enhance teaching efficiency, with initial feedback indicating a 30% improvement in user satisfaction[15]. - The company is focusing on the integration of AI technology in education, developing digital resources and tools to enhance teaching efficiency[32]. - The company has developed a product matrix including "Xiao Hong Assistant," "Essay Correction," and "Oral Calculation Correction" to enhance teachers' professional capabilities and efficiency[34]. - The digital school-based comprehensive solution combines traditional teaching materials with AI systems, providing personalized training and data analysis to improve teaching quality[37]. - The company is actively investing in AI technology and collaborating with specialized firms like "Bishen Essay" to enhance its capabilities in big data, cloud computing, and AI applications in education[34]. Financial Management and Investments - The company plans to reinvest all profits into growth initiatives, with no cash dividends or stock bonuses planned for shareholders this year[6]. - The company has allocated RMB 50 million for research and development in new technologies, focusing on AI and big data applications in education[15]. - The company has a commitment to invest in projects with a total expected investment amount of 7.35 million CNY, with a progress rate of 108% as of the reporting date[80]. - The company reported a significant increase in financial income, with financial expenses decreasing by 84.14% due to reduced interest income from deposits[65]. - The company has ensured that all unused fundraising amounts are stored in dedicated accounts, maintaining compliance with regulations[82]. Risks and Challenges - The management highlighted potential risks including regulatory changes and market competition, which could impact future performance[5]. - The competitive landscape in the education sector is shifting towards integrated solutions, combining educational content with services and technology[42]. - The company is facing intense competition in the educational book market, primarily from private publishing companies, and aims to optimize product structure and expand business layout to increase market share[95]. - The company is closely monitoring policy changes in the education sector, which could significantly impact its operations and is prepared to adjust its product structure accordingly[94]. Shareholder and Corporate Governance - The company does not plan to distribute cash dividends or issue bonus shares for the half-year period[103]. - The management team has an average industry experience of over 20 years, supported by a stock incentive plan to boost employee motivation[51]. - The company has approved a stock incentive plan to motivate employees, with the plan being publicly disclosed and subject to regulatory approval[104][107]. - The largest shareholder, Xinjiang Zhihong Education Investment (Group) Co., Ltd., holds 46.71% of the shares, totaling 171,031,555 shares, with 37,370,000 shares pledged[153]. - The company has maintained a consistent shareholder structure with no major changes reported[144].

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、会议召开情况 世纪天鸿教育科技股份有限公司（以下简称"公司"）第四届董事会第十一次 会议于 2025 年 8 月 25 日在公司会议室以现场结合通讯方式召开。会议通知已于 2025 年 8 月 13 日以专人送达、通讯方式向全体董事发出。本次会议应出席董事 7 人，实际出席会议董事 7 人。会议由董事长任志鸿先生召集和主持。本次会议的 召集、召开、表决程序符合《公司法》等法律法规、规范性文件和《公司章程》 的有关规定。 证券代码：300654 证券简称：世纪天鸿 公告编号：2025-044 世纪天鸿教育科技股份有限公司 第四届董事会第十一次会议决议公告 二、会议审议情况 1、审议通过《关于公司 2025 年半年度报告及其摘要的议案》 经审议，公司编制的《2025 年半年度报告》及其摘要的内容真实、准确、完 整地反映了公司 2025 年半年度经营的实际情况，不存在任何虚假记载、误导性陈 述或者重大遗漏；报告编制和审核的程序符合法律、行政法规和中国证监会的规 定。 本议案已经公司第四届董事会审计委员会 2025 ...

Market Performance - The publishing sector increased by 0.68% on August 22, with Guomai Culture leading the gains [1] - The Shanghai Composite Index closed at 3825.76, up by 1.45%, while the Shenzhen Component Index closed at 12166.06, up by 2.07% [1] Individual Stock Performance - Guomai Culture (301052) closed at 78.12, rising by 5.37% with a trading volume of 102,100 shares and a transaction value of 770 million [1] - Zhongwen Online (300364) closed at 28.29, up by 3.25% with a trading volume of 913,100 shares and a transaction value of 2.55 billion [1] - Zhejiang Publishing (601921) closed at 9.02, increasing by 1.92% with a trading volume of 659,100 shares and a transaction value of 590 million [1] - Other notable stocks include Century Tianhong (300654) at 11.30 (+1.44%) and Longban Media (605577) at 14.13 (+1.44%) [1] Capital Flow Analysis - The publishing sector saw a net inflow of 222 million from institutional investors, while retail investors experienced a net outflow of 120 million [2] - The main stocks with significant capital inflow include Zhongwen Online with 215 million and Guomai Culture with 80 million [3] - Retail investors showed a notable outflow from Guomai Culture, totaling 7468.32 million [3]

Group 1 - The core viewpoint of the news is that Century Tianhong (300654) has shown a slight increase in stock price, but there is significant net outflow of funds, indicating potential concerns among investors [1] - As of August 15, 2025, Century Tianhong's stock closed at 10.86 yuan, with a trading volume of 171,000 hands and a transaction amount of 186 million yuan [1] - The company's latest quarterly report shows total revenue of 10.3 million yuan, a year-on-year increase of 3.72%, while net profit attributable to shareholders decreased by 25.71% to 5.24 million yuan [1] Group 2 - Century Tianhong has made investments in 14 companies and participated in 8 bidding projects, indicating active engagement in business expansion [2] - The company holds 105 trademark registrations and 9 patents, reflecting its focus on intellectual property [2] - Century Tianhong has 13 administrative licenses, which may enhance its operational capabilities [2]

Group 1 - The stock price of Century Tianhong is reported at 10.84 yuan, down 0.86 yuan from the previous trading day, with an opening price of 11.30 yuan, a high of 11.30 yuan, a low of 10.80 yuan, a trading volume of 380,918 hands, and a transaction amount of 420 million yuan [1] - Century Tianhong operates in the cultural media industry, focusing on the planning, design, production, and distribution of educational publications, with a complete educational publishing industry chain covering various subjects for primary and secondary schools [1] - The controlling shareholder, Xinjiang Zhihong Education Investment, plans to reduce its holdings by no more than 10.9837 million shares, accounting for no more than 3% of the total share capital, within three months starting from September 4, 2025, to lower financing leverage and improve financial structure while expressing confidence in the company's future development [1] Group 2 - On August 14, the net outflow of main funds was 73.8121 million yuan, accounting for 1.93% of the circulating market value, with a cumulative net outflow of 139.2876 million yuan over the past five trading days, representing 3.64% of the circulating market value [1]

Market Overview - On August 14, the Shanghai Composite Index reached a nearly four-year high, surpassing 3700 points during intraday trading, but closed down by 0.46% [1] - The Shenzhen Component Index fell by 0.87%, while the ChiNext Index decreased by 1.08%, indicating a broad market decline with 4644 stocks dropping [1][2] - The total trading volume for the day was 2.31 trillion yuan, an increase of 131.1 billion yuan compared to the previous day [2] Sector Performance - Key sectors such as military, photovoltaic, and computing hardware experienced significant declines [1] - The overall market saw a negative trend, with only 734 stocks rising against the backdrop of 4644 declining [2] Stock Movements - Notable declines were observed in stocks like Lenovo Group (-6.08%), BYD Electronics (-4.99%), and Netease (-3.16%) [4] - The market sentiment turned cold following announcements of share reductions by major shareholders, leading to declines in affected stocks [7] Share Reduction Trends - A total of 245 companies announced share reduction plans in August, with 21 companies disclosing their plans on August 14 alone [5] - Significant reductions included Li Jun Co., which planned to reduce 31 million shares (3% of total shares), potentially raising up to 425 million yuan [5][6] - The largest planned reduction was by Baiwei Storage, with a potential cash-out of approximately 615 million yuan [6][8] Investor Sentiment - Despite the ongoing market activity, the announcement of share reductions led to a swift negative reaction from investors, with stocks like Zhenlei Technology and Delong Laser experiencing drops of 4.39% and 6.94%, respectively [7] - Some shareholders cited personal financial needs as the reason for their reductions, while others mentioned financial restructuring [7]

Core Viewpoint - The controlling shareholder of Century Tianhong, Xinjiang Zhihong Education Investment (Group) Co., Ltd., plans to reduce its shareholding by up to 10,983,745 shares, representing no more than 3% of the company's total share capital, within three months after the announcement [1][2]. Shareholding Summary - As of the announcement date, Zhihong Education holds 171,031,555 shares, accounting for 46.71% of the total share capital [2]. - The reduction in shareholding is primarily aimed at lowering the financing leverage and improving the financial structure of Zhihong Education [2]. - The total number of pledged shares by Zhihong Education is 37,370,000, which is 21.85% of its holdings and 10.21% of the company's total share capital [2][3]. - The combined shareholding of Zhihong Education and its concerted parties amounts to 184,340,705 shares, representing 50.35% of the total share capital, with a total of 40,070,000 pledged shares [2][3]. Management and Control - The actual controller of the company is Ren Zhihong, who is also the chairman of both Zhihong Education and Century Tianhong. Ren Lun and Ren Zhicheng are recognized as concerted actors, with familial ties to Ren Zhihong [3].