中文传媒(600373.SH):签署《发行股份及支付现金购买资产协议》等相关协议之解除协议

Core Viewpoint - Chinese Media (600373.SH) announced the transfer of 100% equity of Jiangxi Education Media Group and 51% equity of Jiangxi Higher Education Press to Jiangxi Publishing Media Group, which has led to significant declines in revenue and net profit for the acquired companies due to changes in the distribution of student journals and teaching materials [1] Group 1: Asset Transfer and Acquisition - In late 2022, Jiangxi Provincial Education Department transferred the equity of Jiangxi Education Media Group and Jiangxi Higher Education Press to Jiangxi Publishing Media Group without compensation [1] - The acquisition is set to be completed by October 2024 through a combination of share issuance and cash payment, along with a performance commitment agreement [1] Group 2: Performance Impact - The acquired companies, Jiangxi Education Media Group and Jiangxi Higher Education Press, experienced a substantial decline in operating income and net profit, with the performance commitment completion rate for 2024 expected to be below 65% [1] - If the current impact persists, the cumulative net profit of the acquired companies during the performance commitment period (2024-2026) is projected to fall short of targets [1] Group 3: Resolution Measures - To safeguard state-owned assets and the interests of the listed company and minority shareholders, Chinese Media and Jiangxi Publishing Media Group have agreed to terminate the original transaction agreement [1] - A mutual return of the acquired assets and transaction consideration is planned through the signing of a termination agreement [1]