证券代码：600373 证券简称：中文传媒 公告编号：临2025-077 中文天地出版传媒集团股份有限公司 2025年第三次临时股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： ■ （四）表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会采用现场投票和网络投票相结合的表决方式，会议的召集、召开以及表决方式符合《公司 法》及《公司章程》等有关规定。本次会议由公司董事会召集，董事长凌卫因另有事务未能现场出席会 议，根据《公司章程》相关规定，由副董事长吴卫东主持本次会议。 （五）公司董事和董事会秘书的列席情况 1.公司在任董事12人，出席8人，授权委托4人。其中，董事凌卫、夏玉峰、张其洪，独立董事姜帆，因 另有事务未能现场出席，已分别授权委托董事吴卫东、吴涤、汪维国，独立董事李汉国，代为出席并签 署本次会议相关文件。 2.现场出席/列席会议人员：周照云、李仕达、毛剑波。 二、议案审议情况 (一)非累积投票议案 1.议案名称：审议《关于签署〈发行股份及支付现金购买资产协议〉等相关 ...

Group 1 - The company has signed a share transfer agreement with Zhejiang Publishing Group to acquire 133,336,666 shares of Zhejiang Publishing Media Co., Ltd., representing 6.00% of its total share capital, at a price of 8.82 CNY per share, totaling approximately 1.18 billion CNY [1] - As of November 28, 2025, the company received notification from Zhejiang Publishing Group that it has obtained approval from its superior authority, allowing the transaction to proceed [2] - The company will submit materials for compliance review to the Shanghai Stock Exchange and will follow legal and regulatory requirements for disclosure, ensuring the protection of investors' rights [2]

Core Viewpoint - Zhejiang Publishing Media Co., Ltd. (referred to as "the company" or "Zhejiang Media") is undergoing a share transfer process where its controlling shareholder, Zhejiang Publishing United Group Co., Ltd. (referred to as "Zhejiang Group"), plans to transfer 6.00% of its shares to Zhejiang Digital Culture Group Co., Ltd. at a price of 8.82 yuan per share, pending regulatory approvals [1][2]. Group 1 - The controlling shareholder, Zhejiang Group, signed a share transfer agreement with Zhejiang Digital Culture on September 29, 2025, to transfer 133,336,666 shares, representing 6.00% of the company's total share capital [1]. - The price for the share transfer is set at 8.82 yuan per share, indicating a strategic move by the controlling shareholder to adjust its stake in the company [1]. - On November 28, 2025, the company received a notice from Zhejiang Group regarding the approval from the Zhejiang Provincial Finance Department and the Zhejiang Provincial Publicity Department for the share transfer [2]. Group 2 - The share transfer is subject to compliance confirmation from the Shanghai Stock Exchange and requires an application for share transfer registration with China Securities Depository and Clearing Corporation Limited [2]. - There remains uncertainty regarding the final completion of the share transfer, and the company will adhere to legal disclosure obligations as the situation progresses [2].

Core Viewpoint - Cultural Transmission (00343.HK) reported a significant increase in overall revenue for the six months ending September 30, 2025, but also experienced a substantial rise in net loss attributable to shareholders [1] Financial Performance - Total revenue increased by approximately 14.9% from HKD 7.79 million to HKD 8.95 million [1] - Revenue from publishing and intellectual property licensing was HKD 7,783,000, while retail and wholesale business contributed HKD 1,170,000 [1] - The net loss attributable to shareholders rose by approximately 169.7% to HKD 30.7 million, equating to a loss of HKD 1.8 cents per share [1] - For the same period in 2024, the net loss was HKD 11,384,000 or HKD 0.7 cents per share [1]

Core Viewpoint - Xinhua Wenhui has been actively increasing its dividend distribution in response to the new "National Nine Articles" policy, with a cumulative dividend payout exceeding 120% of the average annual profit over the past three years [1] Dividend Policy - The company has implemented two cash dividends for the year 2024, with a payout of 6 yuan per 10 shares [1] - In 2025, Xinhua Wenhui distributed a semi-annual cash dividend of 0.19 yuan per share (before tax), totaling 234 million yuan (before tax) [1] Management's Commitment - The financial director emphasized that the company will consider industry development, its own operational performance, profit levels, capital expenditure plans, and shareholder interests when determining future dividend policies [1]

Core Points - The company Guomai Culture announced an investment of 5.3 million RMB as a limited partner in a venture capital fund [2] - The company will hold a 40.7692% stake in the total committed capital of the Qingdao Chuanshang Jun Chuang Venture Capital Fund Partnership [2] - This investment does not require approval from the company's board of directors or shareholders [2]

Core Insights - Binhai Energy's stock increased by 0.65% with a trading volume turnover rate of 22.82% and a total transaction value of 848 million yuan, showing a price fluctuation of 15.19% throughout the day [2] Trading Activity - Institutional investors net sold 23.05 million yuan, while the total net selling from brokerage seats amounted to 59.11 million yuan [2] - The stock was listed on the Dragon and Tiger list due to its daily price fluctuation reaching 15.19%, with institutional proprietary seats net selling 23.05 million yuan [2] - The top five brokerage seats on the list had a combined transaction value of 327 million yuan, with buying transactions totaling 122 million yuan and selling transactions totaling 205 million yuan, resulting in a net selling of 82.16 million yuan [2] Institutional Participation - Among the brokerage seats listed, four institutional proprietary seats were involved, with total buying amounting to 71.81 million yuan and total selling amounting to 94.87 million yuan, leading to a net selling of 23.05 million yuan [2] - Over the past six months, Binhai Energy has appeared on the Dragon and Tiger list six times, with an average price increase of 2.96% the day after being listed and an average increase of 2.00% over the following five days [2] Capital Flow - The stock experienced a net inflow of 54.42 million yuan from main funds today, with a net outflow of 14.80 million yuan from large orders and a net inflow of 69.21 million yuan from major orders [2] - In the past five days, the net inflow of main funds totaled 61.62 million yuan [2]

Core Viewpoint - The company has applied to the National Association of Financial Market Institutional Investors for the registration of issuing no more than 3 billion yuan in ultra-short-term financing bonds, with the registration valid for two years starting from December 25, 2024 [1] Group 1 - The company has completed the issuance of the fourth and fifth phases of ultra-short-term financing bonds for the year 2025, with a total issuance amount of 1 billion yuan [1] - The issuance date for the fourth phase was November 3, 2025, with both planned and actual issuance amounts being 500 million yuan and a coupon rate of 1.63% [1] - The issuance date for the fifth phase was November 4, 2025, with similar conditions to the fourth phase [1]

Core Viewpoint - The company, Xinhua Wenhui Publishing Media Co., Ltd., is set to hold a third-quarter performance briefing on November 26, 2025, to provide investors with insights into its operational status and financial performance [2][3]. Group 1: Meeting Details - The performance briefing will take place on November 26, 2025, from 15:30 to 16:30 [4]. - The meeting will be conducted via an online text interaction format on the platform "全景路演" (https://rs.p5w.net) [4][5]. - Investors can submit questions or topics for discussion to the company by November 25, 2025, at 17:00 [2][5]. Group 2: Participants - Key personnel attending the briefing include Mr. Li Qiang (Deputy Secretary of the Party Committee, Executive Director, and General Manager), Mr. Wang Feng (Deputy General Manager), Mr. Ma Xiaofeng (Deputy General Manager), Mr. Xu Yongping (Chief Financial Officer), Mr. Deng Fumin (Independent Director), and Ms. Yang Miao (Board Secretary) [4]. Group 3: Investor Participation - Investors can participate in the performance briefing online through the specified platform [5]. - The company will address commonly asked questions during the briefing, within the limits of information disclosure regulations [5]. Group 4: Contact Information - The contact department for inquiries is the company's Board Office, reachable at phone number 028-86361022 and via email at xh-dsb@163.com [7]. - After the briefing, investors can access the meeting's details and main content on the same online platform [7].

Meeting Overview - The company's board of directors confirmed that the announcement contains no false records, misleading statements, or significant omissions, and they bear legal responsibility for its authenticity, accuracy, and completeness [1] - The shareholder meeting was held on November 18, 2025, at the conference room located at 1718 Yungu Road, Baohe District, Hefei City [1] - The meeting was convened by the board of directors and chaired by Mr. Zhang Kewen, with the procedures complying with the Company Law and the Articles of Association [1] Attendance and Voting - Out of 7 current directors, 6 attended the meeting, while Mr. Yuan Rongjian was absent due to official duties; the board secretary and senior executives were also present [2] - The proposal for the profit distribution plan for the first three quarters of 2025 was approved, with the voting results indicating that more than half of the voting rights held by attending shareholders were in favor [2] Legal Verification - The meeting was witnessed by Anhui Chengyi Law Firm, represented by lawyers Li Pengfeng and Zhang Kexin [3] - The legal opinion concluded that the meeting's convening, attendance qualifications, and voting procedures complied with relevant laws, regulations, and the Articles of Association, confirming the legality and validity of the resolutions passed [4]