证券代码：600228 证券简称：*ST 返利 公告编号：2025-058 返利网数字科技股份有限公司 关于 2024 年股票期权与限制性股票激励计划 注销部分股票期权及回购注销部分限制性股票实施公告 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： ●注销期权及回购注销限制性股票原因：（1）返利网数字科技股份有限公 司（以下简称"公司"）2024 年股票期权与限制性股票激励计划（以下简称"本 激励计划"）首次授予激励对象中有 2 人离职，不具备参与本激励计划资格；（2） 2024 年公司业绩未达到本激励计划首次授予部分第一个解除限售期设定的业绩 考核目标，相关权益不得行权/解除限售。 ●注销期权情况：公司已经于 2025 年 11 月 4 日注销相关期权合计 942,800 份。前述注销的股票期权尚未行权，本次注销期权不会对公司股本产生影响。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）等相关 法律法规及公司《2024年股票期权与限制性股票激励计划》（以下简称"《激励 计划》"）、《2024年股 ...

国浩律师(上海)事务所 法律意见书 国浩律师（上海）事务所 关于 返利网数字科技股份有限公司 2024 年股票期权与限制性股票激励计划之 限制性股票回购注销实施相关事项之 法律意见书 上海市静安区山西北路 99 号苏河湾中心 25-28 层 邮编：200085 25-28F Suhe Center, 99 N. Shanxi Rd., Jing'an District, Shanghai, P.R.of China 200085 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5234.1670 网址/Website: http://www.grandall.com.cn 2025 年 11 月 国浩律师(上海)事务所 法律意见书 国浩律师（上海）事务所关于 返利网数字科技股份有限公司 2024 年股票期权与限制性股票激励计划之 限制性股票回购注销实施相关事项 之法律意见书 致：返利网数字科技股份有限公司 国浩律师（上海）事务所（以下简称"本所"）接受返利网数字科技股份有限 公司（以下简称"返利科技"或"公司"）委托，担任公司 2024 年股票期权与限制 性股票激励计划（以下简 ...

Market Overview - The digital media sector experienced a decline of 0.16% on November 4, with Guomai Culture leading the drop [1] - The Shanghai Composite Index closed at 3960.19, down 0.41%, while the Shenzhen Component Index closed at 13175.22, down 1.71% [1] Stock Performance - Notable stock performances include: - Chuanwang Media (300987) closed at 18.61, up 1.69% with a trading volume of 60,200 shares and a turnover of 111 million yuan [1] - Mango Super Media (300413) closed at 29.89, up 0.91% with a trading volume of 271,300 shares and a turnover of 814 million yuan [1] - Guomai Culture (600640) closed at 14.24, down 1.39% with a trading volume of 142,300 shares and a turnover of 202 million yuan [2] Capital Flow - The digital media sector saw a net outflow of 265 million yuan from institutional investors, while retail investors contributed a net inflow of 290 million yuan [2][3] - Specific stock capital flows indicate: - Mango Super Media had a net inflow of 31.62 million yuan from institutional investors [3] - Guomai Culture experienced a net outflow of 29.33 million yuan from institutional investors [3] Summary of Individual Stocks - The following stocks had significant movements: - Visual China (000681) closed at 22.30, down 0.84% with a trading volume of 554,600 shares and a turnover of 1.234 billion yuan [2] - ST Fanli (600228) closed at 6.50, down 1.07% with a trading volume of 159,300 shares and a turnover of 105 million yuan [2] - Zhi De Mai (300785) closed at 35.20, down 1.26% with a trading volume of 65,000 shares and a turnover of 227 million yuan [2]

Market Overview - The digital media sector increased by 2.16% on November 3, with Zhangyue Technology leading the gains [1] - The Shanghai Composite Index closed at 3976.52, up 0.55%, while the Shenzhen Component Index closed at 13404.06, up 0.19% [1] Stock Performance - Zhangyue Technology (603533) closed at 22.06, up 6.06% with a trading volume of 360,000 shares [1] - ST Fanli (600228) closed at 6.57, up 4.95% with a trading volume of 124,300 shares [1] - Visual China (000681) closed at 22.49, up 4.12% with a trading volume of 1,008,100 shares [1] - Xinhua Net (603888) closed at 20.82, up 4.00% with a trading volume of 242,400 shares [1] - Guomai Culture (600640) closed at 14.44, up 3.59% with a trading volume of 258,700 shares [1] Capital Flow - The digital media sector experienced a net outflow of 56.27 million yuan from institutional investors, while retail investors saw a net inflow of 37.05 million yuan [2] - Speculative funds had a net inflow of 19.21 million yuan [2] Individual Stock Capital Flow - Zhangyue Technology had a net inflow of 36.76 million yuan from institutional investors, while it faced a net outflow of 46.17 million yuan from speculative funds [3] - Mango Super Media (300413) saw a net inflow of 31.47 million yuan from institutional investors but a net outflow of 75.28 million yuan from retail investors [3] - Xinhua Net had a net inflow of 14.57 million yuan from institutional investors, with minor outflows from other investor types [3]

Market Overview - The digital media sector experienced a decline of 0.96% on October 30, with FanTuo leading the drop [1] - The Shanghai Composite Index closed at 3986.9, down 0.73%, while the Shenzhen Component Index closed at 13532.13, down 1.16% [1] Stock Performance - Notable stock performances include: - People's Daily (603000) closed at 19.84, up 2.01% with a trading volume of 248,800 shares and a turnover of 497 million yuan [1] - FanTuo Education (301313) closed at 29.70, down 2.69% with a trading volume of 85,000 shares and a turnover of 256 million yuan [2] - Visual China (000681) closed at 20.15, down 2.23% with a trading volume of 342,300 shares and a turnover of 695 million yuan [2] Capital Flow - The digital media sector saw a net outflow of 80.76 million yuan from institutional investors, while retail investors contributed a net inflow of 33.11 million yuan [2] - The capital flow for key stocks includes: - People's Daily had a net inflow of 50.39 million yuan from institutional investors, but a net outflow of 36.25 million yuan from retail investors [3] - Mango Super Media (300413) experienced a net outflow of 5.15 million yuan from institutional investors, with a net inflow of 1.63 million yuan from retail investors [3]

Market Overview - On October 27, the digital media sector declined by 0.17% compared to the previous trading day, with Fantuan Shuchuang leading the decline [1] - The Shanghai Composite Index closed at 3996.94, up 1.18%, while the Shenzhen Component Index closed at 13489.4, up 1.51% [1] Stock Performance - Notable stock performances in the digital media sector included: - *ST Fanli: Closed at 6.40, up 4.40% with a trading volume of 125,500 shares and a turnover of 79.92 million yuan [1] - Zhidema: Closed at 33.92, up 3.13% with a trading volume of 112,200 shares [1] - Sanliuwang: Closed at 12.90, up 1.82% with a trading volume of 63,500 shares [1] - Zhuochuang Information: Closed at 56.19, up 1.43% with a trading volume of 11,000 shares [1] - Xinhua Net: Closed at 19.42, up 0.15% with a trading volume of 61,700 shares [1] Capital Flow - The digital media sector experienced a net outflow of 13.44 million yuan from institutional investors, while retail investors saw a net inflow of 2.38 million yuan [2][3] - Key capital flows included: - Zhidema: Net outflow of 36.68 million yuan from institutional investors, with a net inflow of 13.11 million yuan from retail investors [3] - Zhuochuang Information: Net inflow of 7.59 million yuan from institutional investors [3] - Fantuan Shuchuang: Net outflow of 6.43 million yuan from institutional investors [3]

Market Overview - On October 24, the digital media sector rose by 0.17% compared to the previous trading day, with Fantuan Shuchuang leading the gains [1] - The Shanghai Composite Index closed at 3950.31, up 0.71%, while the Shenzhen Component Index closed at 13289.18, up 2.02% [1] Stock Performance - Fantuan Shuchuang (301313) closed at 29.00, with a significant increase of 12.27% and a trading volume of 128,800 shares, amounting to a transaction value of 359 million [1] - Other notable performers included Guomai Culture (600640) with a 2.92% increase, closing at 14.78, and Fengyuzhu (603466) with a 1.30% increase, closing at 9.38 [1] Fund Flow Analysis - The digital media sector experienced a net outflow of 63.29 million from institutional investors and 76.07 million from speculative funds, while retail investors saw a net inflow of 139 million [2][3] - Guomai Culture (600640) had a net inflow of 66.22 million from institutional investors, while Fantuan Shuchuang (301313) saw a net outflow of 33.95 million from speculative funds [3]

Market Overview - The digital media sector increased by 0.46% on October 23, with Zhangyue Technology leading the gains [1] - The Shanghai Composite Index closed at 3922.41, up 0.22%, while the Shenzhen Component Index closed at 13025.45, also up 0.22% [1] Stock Performance - Zhangyue Technology (603533) closed at 19.83, up 4.31% with a trading volume of 177,900 shares and a turnover of 348 million yuan [1] - Chuanwang Media (300987) closed at 17.88, up 3.23% with a trading volume of 82,500 shares and a turnover of 146 million yuan [1] - Fantao Education (301313) closed at 25.83, up 2.87% with a trading volume of 31,800 shares and a turnover of 81.5 million yuan [1] - Mango Super Media (300413) closed at 29.41, up 1.55% with a trading volume of 122,300 shares and a turnover of 357 million yuan [1] Capital Flow - The digital media sector experienced a net outflow of 143 million yuan from institutional investors, while retail investors saw a net inflow of 106 million yuan [2] - The overall capital flow indicates that while institutional investors withdrew funds, retail investors were actively buying into the sector [2] Individual Stock Capital Flow - Zhangyue Technology had a net inflow of 61.1 million yuan from institutional investors, while retail investors had a net outflow of 46.3 million yuan [3] - Chuanwang Media saw a net inflow of 7.37 million yuan from institutional investors and a net inflow of 13.25 million yuan from retail investors [3] - Mango Super Media experienced a net outflow of 10.05 million yuan from institutional investors, but a net inflow of 4.86 million yuan from retail investors [3]

Group 1 - Sanwang Communication plans to repurchase shares worth 20-40 million yuan for employee stock incentive plans [1] - Ankrui reported a net profit of 192 million yuan for the first three quarters, a year-on-year increase of 21.31% [1] - Taishan Petroleum's net profit for the first three quarters reached 113 million yuan, up 112.32% year-on-year [1] - Zhejiang Xiantong achieved a net profit of 152 million yuan for the first three quarters, a 17.4% increase year-on-year [1] Group 2 - Xuanji Information reported a net loss of 173 million yuan for the first three quarters [1] - Mailande's net profit slightly decreased by 0.07% to 96 million yuan for the first three quarters [1] - Tengjing Technology's subsidiary received a sales order worth 87.61 million yuan [1] Group 3 - Hotgen Biotech's affiliate achieved positive results in Phase Ib clinical trials for the innovative drug SGC001 [1] - Zhongyan Dadi won a bid for a sports project in Beijing worth 74.04 million yuan [1] - Henghui Security's net profit decreased by 12.85% to 81.98 million yuan for the first three quarters [1] Group 4 - Xiongdi Technology's net profit increased by 71.16% to 18.38 million yuan for the first three quarters [1] - Meilixin reported a net loss of 215 million yuan for the first three quarters [1] - Haichen Pharmaceutical's net profit grew by 16.22% to 32.68 million yuan for the first three quarters [1] Group 5 - Qiaoyuan Co. reported a net profit of 181 million yuan for the first three quarters, a 40.54% increase year-on-year [1] - Fuda Co. achieved a net profit of 221 million yuan for the first three quarters, up 83.27% year-on-year [1] - Xianggang Technology's net profit surged by 186.19% to 95.47 million yuan for the first three quarters [1] Group 6 - ST Nanchuan received a restriction order from the court due to a financial dispute [1] - Changyou Technology announced the dismissal of two vice presidents [1] - Haoyuan Automotive received a project confirmation for an automatic parking system worth 576 million yuan [1] Group 7 - Jiuzhou Biotech obtained a medical device registration certificate for a diagnostic kit [1] - Shihua Machinery signed an investment intention letter for a subsidiary's capital increase [1] - Zhuhai Mian Group plans to transfer 100% equity of Gree Real Estate [1] Group 8 - Dalian Heavy Industry reported a net profit of 490 million yuan for the first three quarters, a 23.97% increase year-on-year [1] - Haimeng Data reported a net loss of 75.43 million yuan for the first three quarters [1] - Feilong Co. achieved a net profit of 287 million yuan for the first three quarters, a 7.54% increase year-on-year [1] Group 9 - Kaipu Testing reported a net profit of 57.84 million yuan for the first three quarters, a 3.34% increase year-on-year [1] - Ganyue Express signed a strategic cooperation agreement with a major energy company [1] - Tuoshan Heavy Industry's controlling shareholder plans to reduce its stake by 2.82% [1] Group 10 - Yiatong's shareholder plans to reduce its stake by 1% [1] - Weishi Electronics reported a net profit of 24.29 million yuan for the first three quarters, a 22.59% decrease year-on-year [1] - Shensi Electronics won a bid for a data space construction project worth 161 million yuan [1] Group 11 - Xiechuang Data plans to purchase server assets worth up to 4 billion yuan [1] - Shandong Express's controlling shareholder plans to transfer 7% of its shares [1] - ST Huapeng's subsidiary received a government subsidy of 4.65 million yuan [1] Group 12 - Jieqiang Equipment's shareholder plans to reduce its stake by 1% [1] - China Jushi reported a net profit of 2.568 billion yuan for the first three quarters, a 67.51% increase year-on-year [1] - ST Fanli reported a net loss of 44.78 million yuan for the first three quarters [1] Group 13 - Xiyu Tourism reported a net profit of 98.58 million yuan for the first three quarters, a 14.51% decrease year-on-year [1] - Abison reported a net profit of 185 million yuan for the first three quarters, a 57.33% increase year-on-year [1] - Huayan Precision reported a net profit of 70.76 million yuan for the first three quarters, a 31.07% increase year-on-year [1] Group 14 - Jiangling Motors reported a net profit of 74.9 million yuan for the first three quarters, a 35.76% decrease year-on-year [1]

Core Viewpoint - The company, Fanli Network Digital Technology Co., Ltd., is facing potential delisting risks due to negative net profit projections for 2024 and ongoing issues with a significant equity acquisition [6][10][22]. Financial Data - The third-quarter financial report for 2025 has not been audited, and the company has reported that its net profit for 2024 is expected to be negative [3][7]. - The company has not made substantial progress on the acquisition of Guangzhou Fengteng Network Technology Co., Ltd., and the related equity has not been delivered [6][10]. Board Meeting and Decisions - The company's board of directors held a meeting on October 20, 2025, where they approved the third-quarter report with unanimous support [9][10]. - The board has proposed the nomination of Song Xueguang as a non-independent director candidate, pending shareholder approval [12][22]. Upcoming Events - A performance briefing for the third quarter of 2025 is scheduled for October 29, 2025, to discuss the company's operational results and financial status [15][17]. - Investors can submit questions for the briefing from October 22 to October 28, 2025 [19]. Shareholder Information - The company is required to notify investors about the potential delisting risks and the ongoing acquisition process, which remains uncertain [6][10][22].