Stock Code: 002343 Stock Abbreviation: Ciwen Media Announcement No.: 2026-013 Ciwen Media Co., Ltd. Announcement on Application for Comprehensive Credit Line and Guarantee Quota for 2026 by the Company and its Subsidiaries The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and do not contain any false records, misleading statements, or major omissions. Special Reminder: In 2026, Ciwen Media Co., Ltd. (hereinafter referred to as the "Company") and its consolidated subsidiaries (hereinafter collectively referred to as "Company and Subsidiaries") plan to apply for a comprehensive credit line totaling no more than RMB 1 billion. For the aforementioned credit line, the Company and its subsidiaries will provide a total guarantee quota of no more than RMB 1 billion (including inter-subsidiary guarantees), which accounts for 103.26% of the Company's audited net assets attributable to the parent company as of 2025. Among them, the guarantee quota for entities with an asset-liability ratio of over 70% shall not exceed RMB 200 million, accounting for 20.65% of the latest audited net assets attributable to the parent company. Investors are kindly requested to pay close attention to the guarantee risks. I. Overview of the Comprehensive Credit and Guarantee Situation
- On April 15, 2026, the thirty-third meeting of the Ninth Board of Directors of the Company deliberated and approved the "Proposal on the Company and its Subsidiaries Applying for Comprehensive Credit Line and Guarantee Quota for 2026." To meet the Company's production, operation, and development needs, the Company and its subsidiaries plan to apply for comprehensive credit services from banks and other institutions, with a total credit line not exceeding RMB 1 billion (subject to the final approved credit line). The aforementioned quota can be used cyclically within its validity period without requiring separate resolutions from the Company. The aforementioned quota does not represent the actual financing amount of the Company and its subsidiaries. Within this quota, the specific financing amount will be determined based on the actual working capital needs of the Company and its subsidiaries. For the aforementioned credit line, the Company and its subsidiaries will provide a total guarantee quota of no more than RMB 1 billion (including inter-subsidiary guarantees). Among them, the guarantee quota for entities with an asset-liability ratio of over 70% shall not exceed RMB 200 million, and the guarantee quota for entities with an asset-liability ratio below 70% shall not exceed RMB 800 million. This quota can be used cyclically, and the outstanding guarantee balance at any point in time shall not exceed the guarantee quota approved by the shareholders' meeting. The specific types, methods, amounts, and guarantee periods of the guarantees shall be executed in accordance with the contract. The Company's Board of Directors hereby submits this proposal to the shareholders' meeting for approval, authorizing the General Manager or their designated representative to sign the relevant contracts and legal documents related to the aforementioned credit financing and guarantee matters. The Company's Board of Directors is authorized to handle the relevant matters and procedures within the scope of the aforementioned credit line and guarantee quota, without requiring separate resolutions from the Board of Directors or the shareholders' meeting. The term of this proposal and authorization shall be from the date of approval by the shareholders' meeting until the date of the next annual shareholders' meeting.
- This guarantee does not constitute a related-party transaction.
- This proposal is subject to the approval of the Company's 2025 Annual Shareholders' Meeting. II. Estimated Guarantee Quota for the Current Period | Guarantor | Guaranteed Party | Company's Shareholding Ratio | Asset-Liability Ratio as of December 31, 2025 | Outstanding Guarantee Balance as of December 31, 2025 (RMB 10,000) | This Period's Estimated Guarantee Quota (RMB 10,000) | Proportion of Guarantee Quota to Company's Net Assets as of December 31, 2025 | Whether it is a Related Party Guarantee | |---|---|---|---|---|---|---|---| | | | | Guarantees for entities with an asset-liability ratio below 70% | | | | | | Ciwen Media Co., Ltd. | | 13.21% | 40.94% | - | 80,000.00 | 82.60% | Yes | | | Wuxi Ciwen Media Co., Ltd. | 100% | 16.33% | | | | Yes | | Company and Subsidiaries | Shanghai Ciwen Film and Television Co., Ltd. | 100% | 46.54% | | | | Yes | | | Horgos Dingkun Film and Television Media Co., Ltd. | 90% | 13.18% | | | | Yes | | | Shanghai Miantao Film and Television Co., Ltd. | | | | | | Yes | | | Subtotal | | | | 80,000.00 | 82.60% | | | | | Guarantees for entities with an asset-liability ratio above 70% | | | | | | | Ciwen (Xiamen) Film and Television Media Co., Ltd. | | 100% | 99.93% | - | 20,000.00 | 20.65% | Yes | | Fujian Ciwen Film and Television Media Co., Ltd. | | 100% | 89.27% | | | | Yes | | Shanghai Ciwen Film and Television Media Co., Ltd. | | 100% | 73.50% | | | | Yes | | Dongyang Zifeng Film and Television Production Co., Ltd. | | 100% | 119.74% | | | | Yes | | Company and Subsidiaries | Beijing Ciwen Film and Television Production Co., Ltd. | 100% | 194.93% | | | | Yes | | | Lvxu International Film and Television Culture Development (Beijing) Co., Ltd. | 100% | 100.80% | | | | Yes | | | Jiangxi Ciwen Film and Television Culture Media Co., Ltd. | 100% | 73.42% | | | | Yes | | | Sichuan Jinci Culture Media Co., Ltd. | 100% | 98.37% | | | | Yes | | | Beijing Ciwen Film Distribution Co., Ltd. | 74.47% | 92.67% | | | | Yes | | | Subtotal | | | | 20,000.00 | 20.65% | | | Total | | | | | 100,000.00 | 103.26% | | Note 1: The "Estimated Guarantee Quota for the Current Period" in the table above includes the outstanding guarantee balance as of December 31, 2025, and the newly added guarantee quota. The outstanding guarantee balance at any point during the validity period of the total guarantee quota shall not exceed the guarantee quota approved by the shareholders' meeting. The quota will be allocated reasonably based on the actual capital needs of the Company and its subsidiaries. Note 2: The difference in the sum of the above data is due to rounding. III. Basic Information of the Guaranteed Parties (I) Ciwen Media Co., Ltd. Date of Establishment: August 28, 1998 Registered Capital: RMB 473,680,286 Registered Address: Room 404, Building 2-6#, Innovation and Technology Collaboration Park, Xiuxian Road, Nanchang Economic and Technological Development Zone, Nanchang City, Jiangxi Province Legal Representative: Zhou Min Enterprise Type: Other Joint Stock Limited Company (Listed) Business Scope: Licensed items: Production and operation of radio and television programs, performance brokerage (projects requiring approval according to law can only be carried out within the approval period and by relevant departments). General items: Video and audio production services, educational consulting services (excluding educational training requiring permits), advertising design, agency, advertising release, advertising production, import and export of goods, import and export of technology, investment activities with own funds, asset management services with own funds (projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: As of the disclosure date of this announcement, the controlling shareholder, Huazhang Tiandi Media Investment Holding Group Co., Ltd., holds 26.88% of the voting shares of the Company. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 352,488.17 | 393,479.24 Net Assets (RMB 10,000) | 305,938.51 | 307,374.43 Total Liabilities (RMB 10,000) | 46,549.67 | 86,104.81 Operating Income (RMB 10,000) | 5,216.79 | 1,195.43 Total Profit (RMB 10,000) | -422.01 | -790.19 Net Profit (RMB 10,000) | -427.29 | -790.19 Asset-Liability Ratio (%) | 13.21 | 21.88 (II) Wuxi Ciwen Media Co., Ltd. Date of Establishment: September 12, 2001 Registered Capital: RMB 16,326.3158 million Registered Address: Room 311, Building C, Tian'e Building, Software Park, No. 111 Linghu Avenue, Xinwu District, Wuxi City Legal Representative: Du Limin Enterprise Type: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control) Business Scope: Production and distribution of radio and television programs; photography services, cultural and educational information consulting, agency services; design, production, agency, and release of various domestic advertisements; import and export of goods and technologies (excluding goods and technologies restricted or prohibited by national regulations); technology development, technical consulting, technical services, and technology transfer in the field of computer software; development, production, and sales of computer software; technical services and technology transfer for computer software; installation and maintenance of network equipment. (Projects requiring approval according to law can be carried out after approval by relevant departments). Licensed items: Production of audio-visual products; wholesale of publications; online sales of publications; retail of publications (projects requiring approval according to law can be carried out after approval by relevant departments, and the specific business projects are subject to the approval results). General items: Sales of toys, animation, and amusement products; development and sales of animation and games; digital content production services (excluding publishing and distribution); professional design services (projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 91,745.75 | 90,757.41 Net Assets (RMB 10,000) | 54,183.77 | 55,283.70 Total Liabilities (RMB 10,000) | 37,561.98 | 35,473.71 Operating Income (RMB 10,000) | 517.73 | 725.24 Total Profit (RMB 10,000) | -1,466.57 | -301.66 Net Profit (RMB 10,000) | -1,099.93 | -539.59 Asset-Liability Ratio (%) | 40.94 | 39.09 (III) Shanghai Ciwen Film and Television Media Co., Ltd. Date of Establishment: April 30, 2009 Registered Capital: RMB 50 million Registered Address: Room 101, Building 23, No. 1786 Nanlu Road, China (Shanghai) Pilot Free Trade Zone Lingang New Area (International Media Industry Park) Legal Representative: Zhou Min Enterprise Type: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control) Business Scope: Licensed items: Performance brokerage; stage construction; commercial performance; performance venue operation; network culture operation; production and operation of radio and television programs; Class II value-added telecommunications services; distribution of TV dramas; distribution of films. (Projects requiring approval according to law can be carried out after approval by relevant departments, and the specific business projects are subject to the approval results). General items: Advertising design and agency; advertising production; advertising release; conference and exhibition services; photography and printing services; organization of cultural and artistic exchange activities; market marketing planning; information consulting services (excluding licensed information consulting services); leasing services (excluding licensed leasing services); import and export of goods; technology import and export; real estate leasing for non-residential properties; cultural and entertainment agent services; ticket agency services; literary and artistic creation; other cultural and artistic brokerage and agency; prop rental activities; film and television art prop set design services. (Projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 178,621.07 | 193,488.70 Net Assets (RMB 10,000) | 47,326.12 | 46,506.27 Total Liabilities (RMB 10,000) | 131,294.95 | 146,982.42 Operating Income (RMB 10,000) | 216.15 | 6,420.72 Total Profit (RMB 10,000) | 1,205.20 | 881.94 Net Profit (RMB 10,000) | 819.85 | 614.47 Asset-Liability Ratio (%) | 73.5 | 75.96 (IV) Dongyang Zifeng Film and Television Production Co., Ltd. Date of Establishment: November 2, 2009 Registered Capital: RMB 1,300 million Registered Address: C7-005-C, Hengdian Film and Television Industrial Experimental Zone, Zhejiang Legal Representative: Wang Xiaobo Enterprise Type: Limited Liability Company (Wholly-owned by a legal person with natural person investment or control) Business Scope: Production, reproduction, and distribution of special programs, columns, variety shows, radio dramas, and TV dramas; leasing of film and television costumes and props; leasing of film and television equipment; consulting on film and television culture information; corporate image planning; exhibition and conference services; photography and videography services; production, agency, and release of various outdoor and indoor advertisements and film and television advertisements. Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 19,637.66 | 26,270.50 Net Assets (RMB 10,000) | -3,877.00 | -1,982.72 Total Liabilities (RMB 10,000) | 23,514.66 | 28,253.22 Operating Income (RMB 10,000) | 29.31 | 4,030.89 Total Profit (RMB 10,000) | -1,865.05 | 1,658.55 Net Profit (RMB 10,000) | -1,865.05 | 1,658.55 Asset-Liability Ratio (%) | 119.74 | 107.55 (V) Beijing Ciwen Film and Television Production Co., Ltd. Date of Establishment: September 6, 2000 Registered Capital: RMB 5 million Registered Address: Room 219, Building 62, Nanjin Street, Yangzhen, Shunyi District, Beijing Legal Representative: Du Limin Enterprise Type: Limited Liability Company (Wholly-owned by a legal person) Business Scope: Production of TV dramas; film and television planning; design, production, agency, and release of advertisements; design and production of computer graphics; organization of cultural and artistic exchange activities (excluding performances and card rooms); organization of exhibitions. (Projects can be independently selected and carried out according to law; projects requiring approval according to law can be carried out after approval by relevant departments according to the approved content; projects prohibited or restricted by industrial policies of the municipality are not allowed). Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 27,510.49 | 28,112.58 Net Assets (RMB 10,000) | -26,116.88 | -24,309.91 Total Liabilities (RMB 10,000) | 53,627.36 | 52,422.49 Operating Income (RMB 10,000) | -163.95 | 4,405.42 Total Profit (RMB 10,000) | -1,806.96 | 3,311.62 Net Profit (RMB 10,000) | -1,806.96 | 3,311.62 Asset-Liability Ratio (%) | 194.93 | 186.47 (VI) Jiangxi Ciwen Film and Television Culture Media Co., Ltd. Date of Establishment: March 6, 2020 Registered Capital: RMB 2 million Registered Address: Room 411, Building 2-6#, Innovation and Technology Collaboration Park, Xiuxian Road, Nanchang Economic and Technological Development Zone, Nanchang City, Jiangxi Province Legal Representative: Weng Zhichao Enterprise Type: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control) Business Scope: Licensed items: Production of TV dramas, production and operation of radio and television programs, distribution of films, distribution of films (projects requiring approval according to law can be carried out after approval by relevant departments). General items: Production of films, distribution of radio and television programs, advertising design, production, and agency (excluding licensed businesses, independent operation is allowed according to law for projects not prohibited or restricted by laws and regulations). Shareholding Structure: Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 2,947.90 | 4,119.81 Net Assets (RMB 10,000) | 783.43 | 746.36 Total Liabilities (RMB 10,000) | 2,164.47 | 3,373.45 Operating Income (RMB 10,000) | -4.96 | 288.73 Total Profit (RMB 10,000) | 39.01 | 296.13 Net Profit (RMB 10,000) | 37.07 | 281.32 Asset-Liability Ratio (%) | 73.42 | 81.88 (VII) Horgos Dingkun Film and Television Media Co., Ltd. (Company name, registered address, and legal representative are undergoing industrial and commercial change) Date of Establishment: May 16, 2016 Registered Capital: RMB 10 million Registered Address: 2nd Floor, Unit 17, Film and Television Town, Beijing Road, Horgos, Xinjiang Legal Representative: Pu Linjiang Enterprise Type: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control) Business Scope: Production and operation of radio and television programs, design, production, release, and agency of various advertisements; exhibition services; photography and videography services; cultural and artistic exchange and planning; business information consulting (excluding brokerage); leasing and sales of film and television equipment; import and export of goods and technologies and border small-scale trade. (Projects requiring approval according to law can be carried out after approval by relevant departments). Shareholding Structure: Shanghai Ciwen Film and Television Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 48,605.87 | 43,760.66 Net Assets (RMB 10,000) | 25,985.54 | 26,071.00 Total Liabilities (RMB 10,000) | 22,620.33 | 17,689.66 Operating Income (RMB 10,000) | 12,303.41 | 10.75 Total Profit (RMB 10,000) | -70.65 | 380.35 Net Profit (RMB 10,000) | -85.46 | 380.35 Asset-Liability Ratio (%) | 46.54 | 40.42 (VIII) Fujian Ciwen Film and Television Media Co., Ltd. (Formerly Xinjiang Jianwei Media Co., Ltd.) Date of Establishment: May 28, 2020 Registered Capital: RMB 1,000 million Registered Address: N1, 345-5 Tonggang West Street, Fengze District, Quanzhou City, Fujian Province Legal Representative: Weng Zhichao Enterprise Type: Limited Liability Company (Wholly-owned by a legal person with natural person investment or control) Business Scope: Production and operation of radio and television programs; production of TV dramas; distribution of TV dramas; distribution of films; photography and video production services; educational consulting services (excluding educational training requiring permits); cultural and entertainment agent services; advertising design, agency; advertising production; advertising release (excluding radio and television stations and newspapers and periodicals); computer system services; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; organization of cultural and artistic exchange activities; literary and artistic creation; corporate image planning; economic and trade consulting (excluding investment consulting); business information consulting; market marketing planning; etiquette services; retail of electronic components; retail of hardware and electrical products; wholesale of mechanical equipment; wholesale of computer hardware and software and auxiliary equipment; various engineering construction activities (projects requiring approval according to law can be carried out after approval by relevant departments). Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 840.69 | 1,244.29 Net Assets (RMB 10,000) | 90.19 | 296.16 Total Liabilities (RMB 10,000) | 750.50 | 948.12 Operating Income (RMB 10,000) | - | 67.92 Total Profit (RMB 10,000) | -205.97 | -26.39 Net Profit (RMB 10,000) | -205.97 | -26.39 Asset-Liability Ratio (%) | 89.27 | 76.20 (IX) Lvxu International Film and Television Culture Development (Beijing) Co., Ltd. Date of Establishment: November 30, 2012 Registered Capital: RMB 10 million Registered Address: Room B-0021, Building 3, Yard 30, Shixing Street, Shijingshan District, Beijing Legal Representative: Luan Yaqi Enterprise Type: Limited Liability Company (Wholly-owned by a legal person) Business Scope: Production of radio and television programs; organization of cultural and artistic exchange activities (excluding performances); organization of exhibition activities; design, production, agency, and release of advertisements; design and production of computer graphics; conference services; public relations services; translation services; leasing of film and television equipment and musical instruments; art design; sales of electronic products, electronic components, communication equipment, computers, software, and auxiliary equipment, audio equipment, stage machinery, toys, arts and crafts, clothing; technical services, technology transfer, technology consulting, technology promotion. (Projects can be independently selected and carried out according to law; projects requiring approval according to law can be carried out after approval by relevant departments according to the approved content; projects prohibited or restricted by industrial policies of the state and municipality are not allowed). Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 27,744.88 | 19,915.59 Net Assets (RMB 10,000) | -220.69 | -670.11 Total Liabilities (RMB 10,000) | 27,965.57 | 20,585.70 Operating Income (RMB 10,000) | 21,671.70 | 0 Total Profit (RMB 10,000) | 458.73 | -14.48 Net Profit (RMB 10,000) | 449.42 | -14.48 Asset-Liability Ratio (%) | 100.8 | 103.36 (X) Ciwen (Xiamen) Film and Television Media Co., Ltd. Date of Establishment: December 22, 2020 Registered Capital: RMB 1,000 million Registered Address: Unit 8, Building 6-145, Xiangyuan 3rd Road, Xiamen Area, China (Fujian) Pilot Free Trade Zone Legal Representative: Du Limin Enterprise Type: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control) Business Scope: Licensed items: Production of TV dramas; production and operation of radio and television programs; distribution of films; distribution of films (projects requiring approval according to law can be carried out after approval by relevant departments, and the specific business projects are subject to the approval results). General items: Advertising production; advertising design and agency. (Projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 26,351.89 | 28,796.50 Net Assets (RMB 10,000) | 17.23 | 461.27 Total Liabilities (RMB 10,000) | 26,334.66 | 28,335.23 Operating Income (RMB 10,000) | 1,116.78 | 24,941.98 Total Profit (RMB 10,000) | -444.04 | 44.19 Net Profit (RMB 10,000) | -444.04 | 11.29 Asset-Liability Ratio (%) | 99.93 | 98.40 (XI) Shanghai Ciwen Film and Television Co., Ltd. Date of Establishment: February 26, 2014 Registered Capital: RMB 100 million Registered Address: Room 1458, Building 5, Block 2, Xincheng Road, China (Shanghai) Pilot Free Trade Zone Lingang New Area Legal Representative: Zhou Min Enterprise Type: Limited Liability Company (Wholly-owned by a legal person with natural person investment or control) Business Scope: Licensed items: Distribution of films; production and operation of radio and television programs; distribution of TV dramas; commercial performances; performance brokerage; network culture operation. (Projects requiring approval according to law can be carried out after approval by relevant departments, and the specific business projects are subject to the approval results). General items: Film production; production of TV dramas; film shooting services; organization of cultural and artistic exchange activities; other cultural and artistic brokerage and agency; rental of cultural goods and equipment; cultural and entertainment agent services; advertising production; advertising design and agency; advertising release; market marketing planning; information consulting services (excluding licensed information consulting services); digital content production services (excluding publishing and distribution); conference and exhibition services; photography and printing services; corporate image planning; etiquette services; graphic design; retail of clothing and apparel; literary and artistic creation; prop rental activities; film and television art prop set design services; ticket agency services; import and export of goods; technology import and export; technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion. (Projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: Shanghai Ciwen Film and Television Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 720.80 | 759.69 Net Assets (RMB 10,000) | 603.11 | 603.00 Total Liabilities (RMB 10,000) | 117.69 | 156.69 Operating Income (RMB 10,000) | 0.01 | 13.43 Total Profit (RMB 10,000) | 0.10 | 4.96 Net Profit (RMB 10,000) | 0.10 | 4.82 Asset-Liability Ratio (%) | 16.33 | 20.63 (XII) Sichuan Jinci Culture Media Co., Ltd. Date of Establishment: July 16, 2024 Registered Capital: RMB 1,000 million Registered Address: No. 116, Huashi Road, Chengdu Film and Television City, Pidu District, Chengdu City, Sichuan Province Legal Representative: Wang Xiaobo Enterprise Type: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control) Business Scope: Licensed items: Production and operation of radio and television programs; distribution of TV dramas; production of TV dramas; production of audio-visual products; replication of electronic publications; wholesale of publications; online sales of publications; distribution of films; distribution of films; commercial performances; performance brokerage; stage construction; performance venue operation. (Projects requiring approval according to law can be carried out after approval by relevant departments, and the specific business projects are subject to the approval results). General items: Digital content production services (excluding publishing and distribution); digital cultural and creative content application services; literary and artistic creation; film and television production services; film production; photography and printing services; leasing services (excluding licensed leasing services); rental of cultural goods and equipment; film and television art prop set design services; information consulting services (excluding licensed information consulting services); corporate image planning; consulting and planning services; conference and exhibition services; organization of cultural and artistic exchange activities; video and audio production services; advertising design, agency; advertising production; advertising release; market marketing planning; import and export of goods; technology import and export; cultural and entertainment agent services; ticket agency services; other cultural and artistic brokerage and agency; prop rental activities; social and economic consulting services; organization of sports performance activities; experiential expansion activities and planning. (Projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 100% of the shares. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 53.40 | 28.98 Net Assets (RMB 10,000) | 0.87 | -0.32 Total Liabilities (RMB 10,000) | 52.53 | 29.30 Operating Income (RMB 10,000) | 2.58 | 0 Total Profit (RMB 10,000) | 1.24 | -0.32 Net Profit (RMB 10,000) | 1.20 | -0.32 Asset-Liability Ratio (%) | 98.37 | 101.11 (XIII) Beijing Ciwen Film Distribution Co., Ltd. Date of Establishment: August 18, 2008 Registered Capital: RMB 3 million Registered Address: Room 222, Building 2, Yard 30, Nanjin Street, Yangzhen, Shunyi District, Beijing Legal Representative: Ye Biyun Enterprise Type: Other Limited Liability Company Business Scope: Distribution of domestic films; production and distribution of animated films, TV variety shows, and special programs; prohibited from producing current affairs news and similar special programs and columns for radio and television programs; film and television planning, film and television information consulting (excluding intermediary services); advertising production; organization of cultural and artistic exchange activities (excluding performances and card entertainment). (Projects can be independently selected and carried out according to law; projects requiring approval according to law can be carried out after approval by relevant departments according to the approved content; projects prohibited or restricted by industrial policies of the state and municipality are not allowed). Shareholding Structure: Wuxi Ciwen Media Co., Ltd. holds 54.47%, Beijing Ciwen Film and Television Production Co., Ltd. holds 20%, and Luo Jinsong holds 25.53%. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 7,550.85 | 7,743.30 Net Assets (RMB 10,000) | 553.81 | 746.73 Total Liabilities (RMB 10,000) | 6,997.04 | 6,996.58 Operating Income (RMB 10,000) | 1.15 | 105.02 Total Profit (RMB 10,000) | -192.92 | -117.82 Net Profit (RMB 10,000) | -192.92 | -152.19 Asset-Liability Ratio (%) | 92.67 | 90.36 (XIV) Shanghai Miantao Film and Television Co., Ltd. Date of Establishment: April 30, 2015 Registered Capital: RMB 300 million Registered Address: Room 2203, Building 5, Block 2, Xincheng Road, China (Shanghai) Pilot Free Trade Zone Lingang New Area Legal Representative: Yuan Ding Enterprise Type: Limited Liability Company (Wholly-owned by a legal person with natural person investment or control) Business Scope: Licensed items: Production and operation of radio and television programs; distribution of TV dramas; distribution of films. (Projects requiring approval according to law can be carried out after approval by relevant departments, and the specific business projects are subject to the approval results). General items: Advertising design and agency; advertising production; advertising release; conference and exhibition services; photography and printing services; organization of cultural and artistic exchange activities; information consulting services (excluding licensed information consulting services); leasing services (excluding licensed leasing services); import and export of goods; technology import and export. (Projects not requiring approval according to law can be independently carried out with business licenses). Shareholding Structure: Shanghai Ciwen Film and Television Media Co., Ltd. holds 90%, and Liu Yingxuan holds 10%. Main Financial Data for the Latest Year and the Current Period: Financial Data | 2025/December 31, 2025 | 2024/December 31, 2024 ---|---|--- Total Assets (RMB 10,000) | 12,872.02 | 13,196.82 Net Assets (RMB 10,000) | 11,175.85 | 11,128.18 Total Liabilities (RMB 10,000) | 1,696.17 | 2,068.65 Operating Income (RMB 10,000) | - | 24.53 Total Profit (RMB 10,000) | 47.67 | -217.55 Net Profit (RMB 10,000) | 47.67 | -217.55 Asset-Liability Ratio (%) | 13.18 | 15.68 Notes:
- The financial data of the above guaranteed parties are based on audited individual financial statements.
- Upon inquiry, none of the above guaranteed parties are listed as dishonest judgment debtors. IV. Main Contents of the Guarantee Agreement
- The aforementioned guarantee quota is only the estimated guarantee quota provided by the Company and its subsidiaries. The Company and its subsidiaries will negotiate credit and guarantee matters with banks and other institutions within the quota approved by the shareholders' meeting based on actual financing needs. The specific types, methods, terms, and amounts of guarantees shall be subject to the final signed relevant documents. V. Board of Directors' Opinion The Board of Directors of the Company, after careful deliberation, believes that this guarantee is to meet the Company's and its subsidiaries' needs for production and operation funds and to facilitate the Company's business expansion, and therefore agrees to provide guarantees for their bank loans and other financing activities. The guaranteed parties are the Company and its subsidiaries, with stable operations and good solvency. The high asset-liability ratios of some subsidiaries are part of the overall arrangement made by the listed company based on its business model. For non-wholly-owned controlled subsidiaries, the Company has effective control over their operations, management, finance, investment, and financing, and has sufficient ability to grasp and monitor the cash flow of the guaranteed parties. Therefore, other shareholders of non-wholly-owned controlled subsidiaries have not provided proportional guarantees. The financial risks of this guarantee are within the controllable scope of the Company and will not have an adverse impact on the Company, nor will they harm the interests of the Company and its minority shareholders. At the same time, the Company will improve its guarantee management, strengthen internal financial controls, monitor the performance of contracts by the guaranteed parties, and promptly track the economic operations of the guaranteed parties to strengthen guarantee management and reduce guarantee risks. VI. Total Outstanding Guarantees and Overdue Guarantees After this guarantee, the total approved guarantee quota for the Company and its subsidiaries is RMB 1 billion (of which the newly added guarantee quota is RMB 385.3 million), accounting for 103.26% of the Company's audited net assets attributable to the parent company as of 2025. Based on the Company's external guarantee situation as of December 31, 2025, after this guarantee is provided, the total outstanding external guarantee for the Company and its subsidiaries is expected to be RMB 1 billion, accounting for 103.26% of the Company's audited net assets attributable to the parent company as of 2025. All of the above guarantees are inter-company and inter-subsidiary guarantees. The Company and its subsidiaries have no other external guarantee matters. There are no overdue guarantees. VII. Documents for Reference
- Resolution of the Thirty-third Meeting of the Ninth Board of Directors of the Company. Hereby announced. Board of Directors of Ciwen Media Co., Ltd. April 15, 2026