国浩律师（杭州）事务所 关 于 浙报数字文化集团股份有限公司 2025 年第二次临时股东会的 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 国浩律师（杭州）事务所（以下简称"本所"）接受浙报数字文化集团股份 有限公司（以下简称"公司"或"浙数文化"）的委托，指派律师对公司于 2025 年 7 月 25 日召开的 2025 年第二次临时股东会（以下简称"本次股东会"）的合 法性进行见证，并依据《中华人民共和国公司法》（以下简称"《公司法》"）、 中国证券监督管理委员会（以下简称"中国证监会"）发布的《上市公司股东会 规则》（以下简称"《股东会规则》"）和上海证券交易所发布的《上海证券交 易所股票上市规则》（以下简称"《上市规则》"）、《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》（以下简称"《规范运作指引》"）等法 律、行政法规、部门规章、规范性文件及现行有效的《浙报数字文化集团股份有 限公司章程》（以下简称"《公司章程》"）、《浙报数字文化集团股份有限公 司股东会议事规则》（以下简称"《股东会议事规则》"）的有关规定，出具本 法律意见书 ...

证券代码：600633 股票简称：浙数文化 编号：临 2025-043 浙报数字文化集团股份有限公司 第十届董事会第三十次会议决议的公告 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。 表决结果：同意 7 票，反对 0 票，弃权 0 票。 二、审议通过《关于公司聘任首席技术官（CTO）的议案》 经公司总经理提名，聘任朱成永先生为公司首席技术官（CTO）。该事项已提前 经公司第十届董事会提名委员会 2025 年第二次会议资格审查并审议通过。具体内容 详见《上海证券报》及上海证券交易所网站 www.sse.com.cn。 表决结果：同意 7 票，反对 0 票，弃权 0 票。 特此公告。 浙报数字文化集团股份有限公司董事会 2025 年 7 月 26 日 1 / 1 公司第十届董事会第三十次会议（以下简称"本次会议"）于 2025 年 7 月 25 日下午4时以现场结合通讯会议的方式在杭州市拱墅区储鑫路15号浙报数字文化科 技园 A 座 3 楼 306 会议室召开，会议通知于 2025 年 7 月 22 日以书面形式发出。本 次会议 ...

Summary of Key Points Group 1: Company Performance Highlights - Wan Ye Enterprise expects a net profit of 30 to 40 million yuan for H1 2025, marking a turnaround from losses, with a significant reduction in non-recurring losses [4] - Zhongwei Company anticipates a revenue of 49.61 billion yuan for H1 2025, a year-on-year increase of 43.88%, with net profit expected to be between 6.8 to 7.3 billion yuan, reflecting a growth of 31.61% to 41.28% [8] - Kema Technology projects H1 2025 revenue of 5.15 to 5.25 billion yuan, a growth of 33.93% to 36.53%, with net profit expected to be between 1.65 to 1.75 billion yuan, a year-on-year increase of 18.59% to 25.77% [12] - Tuo Jing Technology forecasts H2 2025 revenue of 12.10 to 12.60 billion yuan, a growth of 52.18% to 58.47%, with net profit expected to double year-on-year [15][16] Group 2: Industry Trends and Insights - The motorcycle industry saw a total sales volume of 8.317 million units in the first half of 2025, representing a year-on-year increase of 19% [19] - The medical insurance sector is expected to maintain a stable income and expenditure structure, with basic medical insurance income projected to reach 34.913 billion yuan in 2024, a growth of 4.2% [27][28] - The railway equipment sector is entering a high-growth cycle, with a projected net profit increase of 45% to 65% for H1 2025, driven by product volume and price increases [30][31] Group 3: Investment Opportunities - The semiconductor industry is witnessing significant growth, with companies like Zhongwei and Tuo Jing expected to benefit from increased demand for advanced manufacturing equipment [10][11] - The photovoltaic sector is undergoing supply-side reforms, with a focus on cost-effective production and advanced capacity selection, indicating potential investment opportunities in leading companies [42][43] - The electric heavy truck market is experiencing a surge, with sales in June 2025 reaching 18,000 units, a year-on-year increase of 158%, suggesting strong growth potential in the commercial vehicle sector [48]

Core Points - The company Zhejiang Digital Culture Group Co., Ltd. is holding a shareholders' meeting on July 25, 2025, at 14:30 in Hangzhou, Zhejiang Province [1] - The agenda includes the evaluation and compensation distribution plans for the company's directors and supervisors for the year 2025 [1][2] - The company plans to add one independent director to its board, with a candidate named Zheng Xiaolin proposed for the position [2][3] Shareholders' Meeting Details - The meeting will be conducted both in-person and via online voting to ensure shareholder participation [1] - Shareholders must register in advance to exercise their voting rights, and a question-and-answer session will be held with limitations on the number of questions [1] - The meeting will maintain order and efficiency, with specific rules outlined for participation and questioning [1] Director and Supervisor Compensation Plans - The proposed plans aim to enhance the accountability and performance of directors and supervisors, linking their compensation to the company's overall performance [2] - The plans are designed to ensure the sustainable and stable development of the company while protecting shareholder interests [2] Independent Director Appointment - Zheng Xiaolin is nominated as an independent director candidate, meeting all legal and regulatory requirements for independence [2][3] - His qualifications include a Ph.D. from Zhejiang University and extensive experience in artificial intelligence and financial technology [3] - Zheng has received multiple awards for his contributions to technology and has published numerous academic papers [3]

Core Viewpoint - The gaming industry in China is experiencing a significant recovery in the first half of the year, as evidenced by the performance forecasts of several A-share gaming companies, with many reporting substantial profit growth or turning losses into profits [1][2]. Financial Performance - ST华通 (Century Huatong) is expected to achieve a net profit of 2.4 billion to 3 billion yuan, representing a growth of 107.20% to 158.00% [2] - 浙数文化 (ZheShu Culture) anticipates a net profit of 330 million to 390 million yuan, with a growth of 124% to 165% [2] - 游族网络 (Youzu Network) forecasts a net profit of 40 million to 60 million yuan, marking an increase of 768.75% to 1203.13% [2] - 完美世界 (Perfect World) and 冰川网络 (Icefire Network) are expected to turn losses into profits, with 完美世界 projecting a profit of 480 million to 520 million yuan [2][6] - ST凯文 (ST Kevin) expects to maintain a loss level similar to last year, with a projected loss of 65 million to 48 million yuan [2] - 电魂网络 (Dianhun Network) anticipates a loss of 11 million to 7.5 million yuan, indicating a shift from profit to loss [2] Cost Control as a Key Factor - Cost control has emerged as a critical factor for gaming companies to avoid losses, with companies like 完美世界 and 冰川网络 attributing their turnaround to reduced investment in underperforming projects [1][4] - High distribution costs have made it challenging for gaming companies to maintain profitability [2][3] Market Environment - The number of game licenses issued in the first half of the year has significantly increased compared to last year, with the domestic mobile game market growing by 20% year-on-year [1][7] - The gaming market is characterized by intense competition, with a focus on product quality as a determinant of success [1][8] Long-term Products and New Releases - Long-standing products are crucial for the stability of gaming companies, providing a solid revenue base amid market growth [7] - New blockbuster games remain essential for driving rapid revenue growth, as seen with ST华通's new release, which has performed exceptionally well in the market [9][10] Industry Trends - The gaming industry is witnessing a recovery in market sentiment, with a notable increase in the issuance of domestic game licenses and the integration of AI technology enhancing operational efficiency [8] - The upcoming release of major titles from leading companies is expected to intensify market competition [10]

浙数文化 600633 浙报数字文化集团股份有限公司 2025 年第二次临时股东会 文件 2025 年 7 月 25 日 浙数文化 600633 浙报数字文化集团股份有限公司 2025 年第二次临时股东会议程 召开方式：本次股东会采取现场结合网络投票的方式 召开时间：2025 年 7 月 25 日 14 点 30 分 召开地点：浙江省杭州市拱墅区储鑫路 15 号浙报数字文化科技园 A 座 3 楼 306 会议室 主 持 人：董事长 童杰 宣读股东会议事规则及注意事项 董事会秘书 梁楠 议程： | 序号 | 议案 | 报告人 | | --- | --- | --- | | 1 | 关于公司董事2025年度考核与薪酬分配方案 | 潘亚岚 | | 2 | 关于公司监事2025年度考核与薪酬分配方案 | 潘亚岚 | | 3 | 关于增补公司独立董事的议案 | 潘亚岚 | | 4 | 股东提问及解答 | | | 5 | 会议表决 | | | 6 | 宣布会议表决结果 | | | 7 | 见证律师宣读法律意见书 | | 1 浙数文化 600633 浙报数字文化集团股份有限公司 股东会议事规则及注意事项 为了维护广大投资者 ...

Summary of ZheShu Culture Conference Call Company Overview - **Company**: ZheShu Culture - **Industry**: Digital Media, Gaming, AI Applications, IDC (Internet Data Center) Key Points Investment Performance - ZheShu Culture reported good investment returns, benefiting from the popularity of the computing power sector, with stocks like Huatuo, Huashu Media, Quality Information, and Hikvision showing significant increases. Detailed changes in holdings will be disclosed in the Q2 report [2][3] Gaming Business - The gaming business remains a stable cash flow source, with steady performance expected in H1 2025 and continued growth throughout the year. Retail sales have increased while sales expenses are on a downward trend. The company is undergoing a transformation towards younger audiences and mobile gaming, establishing an innovation R&D center in Guangzhou [4][3] IDC Business Progress - The Hangzhou Dajiangdong base project is progressing well, with some payments made and expected to be completed by year-end. The Beijing base shows strong demand for business expansion, although actual demand has not fully materialized yet. The potential resumption of H20 GPU sales by NVIDIA is seen as a significant positive for domestic computing power demand [5][3] RDA (Real Digital Asset) Initiatives - ZheShu Culture is actively exploring the RDA field, which is closely related to data elements. The Zhejiang Big Data Trading Center has the necessary financial institution license, positioning it as a potential industry pioneer. The company aims to develop typical cases in this area to demonstrate and achieve scale effects [6][7] AI Applications - The company has made extensive advancements in AI applications, including projects like "Chuanbo Brain" and "Smart Network Hospital." The "Chuanbo Brain" project is expected to achieve profitability this year, with rapid expansion outside the province. The company is also exploring potential listings for this project due to its strong performance metrics [8][14] IP Card Game Business - In H1 2025, the focus was on IP signing and design, with no revenue generated yet. The company plans to accelerate the release of more SKUs in the second half of the year, aiming for positive earnings by year-end [11][3] Digital Marketing - The digital marketing business performed well in Q1 2025, with expectations for continued growth. However, due to low gross margins, the overall profit potential remains limited, estimated at several tens of millions for the year [12][3] Mid-term Dividend Consideration - The leadership has not yet decided on a mid-term dividend but is open to the possibility. Market feedback on this matter is being sought to inform shareholder return strategies [13][3] Future Revenue and Profit Expectations - AI-related revenue is projected to exceed 300 million yuan, potentially reaching 400 million yuan if conditions are favorable. However, pure AI revenue is still below significant levels [14][3]

Industry Overview - The ChinaJoy event will take place in early August in Shanghai, featuring the inaugural China International Game Developers Conference, which will release the "One Country, One Policy" guideline for game companies' overseas expansion [1] - Shanghai's online gaming industry achieved a total sales revenue of 83.283 billion yuan in the first half of the year, marking a year-on-year growth of 10.80%, with domestic sales at 68.737 billion yuan and overseas sales at 14.546 billion yuan, growing by 10.73% and 11.12% respectively [1] - The esports industry in Shanghai generated revenue of 3.254 billion yuan, a year-on-year increase of 6.91%, with esports live streaming and event revenues leading the nation [1] Policy Support - Multiple regions have introduced new policies to support local gaming companies in their global expansion, including Guangdong's measures to guide and support game companies in leading smaller enterprises to go global [1] - Beijing is soliciting opinions on measures to support the establishment of an "Overseas Service Zone" to facilitate game exports and provide consulting services [2] - Zhejiang province has released a comprehensive policy document with 20 specific measures to support game exports, focusing on industry enhancement, platform support, ecological optimization, and resource assurance [2] Company Performance - Companies like Shunwang Technology and Kaiying Network are focusing on innovative brand promotion and overseas business expansion, respectively, with Kaiying Network reporting sustained growth in overseas revenue through targeted user engagement strategies [3] - Twelve gaming concept stocks have released half-year performance forecasts, with seven expecting positive results; ST Huatuo is projected to have the highest net profit between 2.4 billion to 3 billion yuan, reflecting a significant year-on-year increase [3] - Companies such as Youzu Network and Zhejiang Cultural are also reporting substantial profit growth, with Youzu Network's net profit expected to rise by 768.75% to 1203.13% [4]

Group 1 - The company expects to achieve a net profit of between 330 million to 390 million yuan for the first half of 2025, representing a year-on-year increase of 124% to 165% [1] - The previous year's net profit was 147.26 million yuan, with a total profit of 178.02 million yuan [1] - The increase in profit is attributed to the stable development of the main business and significant gains from trading financial assets and investments in joint ventures due to market recovery [1] Group 2 - The earnings forecast is based on preliminary calculations by the company's finance department and has not yet been audited by certified public accountants [2] - The company has not identified any major uncertainties that could affect the accuracy of the earnings forecast [2]

[Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company forecasts H1 2025 net profit attributable to shareholders to significantly increase to RMB 330-390 million, up 124-165%, while non-recurring net profit shows stable growth, indicating overall profit driven by non-operating items Key Financial Performance Forecast | Metric | H1 2025 Forecast (RMB Million) | H1 2024 Actual (RMB Million) | YoY Change | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Parent | 330 - 390 | 147.26 | +124% to +165% | | Non-recurring Net Profit Attributable to Parent | 185 - 225 | 202.56 | -9% to +11% | - This performance forecast indicates profitability with **net profit increasing by over 50%** compared to the prior year period[2](index=2&type=chunk) - The data in this performance forecast has **not been audited** by a certified public accountant[4](index=4&type=chunk) [Prior Period Operating Performance and Financial Status](index=2&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) The report provides H1 2024 financial benchmarks, including net profit attributable to parent of RMB 147.26 million and EPS of RMB 0.12, serving as the basis for current period year-on-year growth calculations H1 2024 Key Financial Performance | Metric | H1 2024 Amount (RMB Million) | | :--- | :--- | | Total Profit | 178.02 | | Net Profit Attributable to Parent | 147.26 | | Non-recurring Net Profit Attributable to Parent | 202.56 | | Earnings Per Share (RMB) | 0.12 | [Main Reasons for Current Period Performance Increase](index=2&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%A2%9E%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The significant H1 2025 performance increase is primarily due to stable core business development under the '1335' new strategy and a substantial rise in non-operating income from financial asset fair value changes and associate investment gains - Core business impact: The company continues to deepen its **'1335' new strategy**, focusing on AI empowerment and new business areas, driving industrial structure optimization and **stable core business development**[7](index=7&type=chunk) - Non-operating income impact: Driven by secondary market recovery, **fair value changes in trading financial assets** and **investment income from associates** significantly increased, serving as the primary driver of profit growth[8](index=8&type=chunk) [Risk Warning and Other Notes](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA%E5%8F%8A%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E) The company emphasizes this performance forecast is a preliminary, unaudited estimate, with final accurate data subject to the officially disclosed H1 2025 report, advising investors to be aware of investment risks - This performance forecast represents a **preliminary estimate** by the company's financial department and has **not yet been audited** by a certified public accountant[9](index=9&type=chunk) - Final accurate financial data will be subject to the company's officially disclosed **H1 2025 semi-annual report**, advising investors to **exercise caution regarding investment risks**[10](index=10&type=chunk)