靠谱 · 专业 · 优质 · 高效 上海市静安区成都北路 333 号招商局广场北 17 楼 致：新国脉数字文化股份有限公司 上海坤澜律师事务所（以下简称"本所"）经新国脉数字文化股份有 限公司（以下简称"公司"）聘请，指派辛宜臻律师、李爽律师出席公司 2025 年第一次临时股东会（以下简称"本次股东会"），并根据《中华人 民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》 （以下简称"《证券法》"）、中国证券监督管理委员会《上市公司股东 会规则》（以下简称"《股东会规则》"）等相关法律、法规和规范性文 件以及《新国脉数字文化股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，就本次股东会的召集、召开程序、出席会议人员资格以及 股东会表决程序等发表法律意见。 本所律师同意公司将本法律意见书作为本次股东会的法定文件，随 其他文件一并报送上海证券交易所并予以公告。 上海坤澜律师事务所 关于 新国脉数字文化股份有限公司 2025年第一次临时股东会的 法律意见书 本所及本所律师依据《证券法》《律师事务所从事证券法律业务管 理办法》和《律师事务所证券法律业务执业规则（试行）》等规定及本 法律意见 ...

新国脉数字文化股份有限公司 章 程 （已经公司 2025 年第一次临时股东会审议通过） 第一章 总则 第一条 为规范新国脉数字文化股份有限公司（以下简称公司） 的组织和行为，全面贯彻落实"两个一以贯之"重要要求，坚持和加 强党的全面领导，完善公司法人治理结构，建设中国特色现代企业制 度，维护公司、股东、职工和债权人的合法权益，根据《中华人民共 和国公司法》（以下简称《公司法》）《中华人民共和国证券法》（以 下简称《证券法》）《中华人民共和国企业国有资产法》《企业国有 资产监督管理暂行条例》《国有企业公司章程制定管理办法》等法律、 法规、规章和规范性文件，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限 公司。 公司经上海市人民政府交通办公室批准（《关于同意上海通信开 发总公司改组为上海国脉实业股份有限公司并向社会公开发行股票 的批复》（沪府交企（92）第 113 号）），以募集方式设立，在上海 市市场监督管理局注册登记，取得营业执照。公司统一社会信用代码： 91310000132209439M。 第三条 公司于一九九二年十月二十六日经中国人民银行上海 市分行（92）沪人金股字第 53 号 ...

Market Overview - On October 17, the digital media sector experienced a decline of 3.41%, with Vision China leading the drop [1] - The Shanghai Composite Index closed at 3839.76, down 1.95%, while the Shenzhen Component Index closed at 12688.94, down 3.04% [1] Individual Stock Performance - Vision China (000681) closed at 22.29, down 10.01% with a trading volume of 787,500 shares and a transaction value of 1.832 billion [1] - Other notable declines include: - Worth Buying (300785) down 3.99% to 32.71 with a transaction value of 220 million [1] - Mango Super Media (300413) down 3.91% to 29.46 with a transaction value of 431 million [1] - Zhaochuang Information (301299) down 2.86% to 52.71 with a transaction value of 45.5 million [1] Capital Flow Analysis - The digital media sector saw a net outflow of 372 million from main funds, while retail investors contributed a net inflow of 280 million [1] - Specific stock capital flows include: - Vision China had a main fund net outflow of 224 million, with retail inflow of 165 million [2] - Mango Super Media experienced a main fund outflow of 41.4 million, but retail inflow of 46.5 million [2] - Xinhua Net (603888) had a main fund outflow of 24.3 million, with retail inflow of 15.3 million [2]

Core Insights - The digital media sector experienced a rise of 0.98% on October 15, with Visual China leading the gains [1] - The Shanghai Composite Index closed at 3912.21, up 1.22%, while the Shenzhen Component Index closed at 13118.75, up 1.73% [1] Digital Media Sector Performance - Visual China (000681) closed at 25.05, with a gain of 3.43% and a trading volume of 659,900 shares, amounting to a transaction value of 1.64 billion [1] - Other notable performers included: - 365 Network (300295) at 12.61, up 3.36% with a trading volume of 81,000 shares [1] - ST Fanli (600228) at 5.80, up 3.02% with a trading volume of 98,000 shares [1] - Worth Buying (300785) at 34.72, up 2.72% with a trading volume of 76,500 shares [1] - Guomai Culture (600640) at 13.77, up 2.68% with a trading volume of 175,500 shares [1] Capital Flow Analysis - The digital media sector saw a net inflow of 1.94 million from institutional investors, while retail investors contributed a net inflow of 4.63 million [2] - Notable capital flows included: - Visual China with a net inflow of 33.52 million from institutional investors [3] - 365 Network with a net inflow of 8.12 million from institutional investors [3] - Worth Buying with a net inflow of 3.68 million from institutional investors [3]

Core Viewpoint - Guomai Culture's stock price has experienced fluctuations, with a year-to-date increase of 14.24% but a recent decline of 7.78% over the past five trading days [2] Financial Performance - For the first half of 2025, Guomai Culture reported revenue of 876 million yuan, a year-on-year decrease of 9.80%, while net profit attributable to shareholders was 13.92 million yuan, an increase of 18.89% [2] - Cumulative cash dividends since the company's A-share listing amount to 949.8 million yuan, with 8.75 million yuan distributed over the past three years [3] Stock Market Activity - As of October 14, Guomai Culture's stock price was 13.63 yuan per share, with a market capitalization of 10.845 billion yuan [1] - The stock saw a net outflow of 22.04 million yuan in principal funds, with significant selling pressure observed [1] Shareholder Structure - As of June 30, 2025, the number of shareholders decreased by 2.23% to 28,300, while the average circulating shares per person increased by 2.29% to 28,154 shares [2] - Notable institutional holdings include Huaxia CSI Animation Game ETF as the fifth-largest shareholder, increasing its stake by 1.4816 million shares [3]

Market Overview - On October 13, the digital media sector experienced a slight decline of 0.03%, with Guomai Culture leading the drop [1] - The Shanghai Composite Index closed at 3889.5, down 0.19%, while the Shenzhen Component Index closed at 13231.47, down 0.93% [1] Stock Performance - Notable stock performances included: - Vision China (000681) rose by 7.41% to a closing price of 24.93, with a trading volume of 1.1557 million shares and a transaction value of 2.805 billion [1] - Guomai Culture (600640) fell by 3.47% to a closing price of 13.92, with a trading volume of 185,300 shares and a transaction value of 258 million [2] - Worth Buying (300785) decreased by 3.32% to a closing price of 35.48, with a trading volume of 110,300 shares and a transaction value of 392 million [2] Capital Flow - The digital media sector saw a net inflow of 82.8521 million from institutional investors, while retail investors contributed a net inflow of 88.0169 million [2] - However, speculative funds experienced a net outflow of 171 million [2] Individual Stock Capital Flow - Vision China (000681) had a net inflow of 22.5 million from institutional investors, but a net outflow of 15.3 million from speculative funds [3] - Guomai Culture (600640) faced a net outflow of 1.25597 million from institutional investors [3] - Worth Buying (300785) also saw a net outflow of 2.5597 million from institutional investors [3]

（即 2025 年 6 月 27 日至 2026 年 6 月 26 日）。 具体内容详见公司于 2025 年 7 月 5 日披露的《新国脉数字文化股 份有限公司关于以集中竞价方式回购股份的回购报告书》（公告编号： 临 2025-021）。 二、 回购股份的进展情况 证券代码：600640 证券简称：国脉文化 公告编号：2025-031 新国脉数字文化股份有限公司 关于股份回购的进展公告 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： | 回购方案首次披露日 | 2025/5/13 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 回购方案实施期限 | 年 月 2025 6 6 | 27 | 日~2026 | 年 | 月 | 26 | 日 | | 预计回购金额 | 5,000万元~10,000万元 | | | | | | | | 回购用途 | √减少注册资本 □用于员工持股计划或股权激励 | | | | | | | | | □用于转 ...

Market Overview - On October 10, the digital media sector declined by 2.0%, with ZhiDeMai leading the drop [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Stock Performance - Notable stock performances included: - Vision China (000681) rose by 3.11% to close at 23.21 [1] - ZhiDeMai (300785) fell by 7.53% to close at 36.70, with a trading volume of 153,300 shares and a turnover of 574 million yuan [2] - Mango Super Media (300413) decreased by 5.12% to 31.66, with a trading volume of 240,200 shares and a turnover of 775 million yuan [2] - The overall trading volume and turnover for the digital media sector indicated significant activity, with ZhiDeMai and Mango Super Media being among the most traded stocks [2] Capital Flow - The digital media sector experienced a net outflow of 194 million yuan from institutional investors, while retail investors saw a net inflow of 228 million yuan [2][3] - Specific stock capital flows showed: - Vision China had a net inflow of 24.47 million yuan from institutional investors [3] - ZhiDeMai experienced a net outflow of 1.28 million yuan from institutional investors but a net inflow of 47.06 million yuan from retail investors [3] - ST Fanli (600228) faced a significant net outflow of 13.27 million yuan from institutional investors, despite a net inflow from retail investors [3]

Investment Rating - The industry investment rating is "Positive" [3] Core Views - The semiconductor industry is experiencing strong demand, driven by the ongoing domestic substitution and the global AI wave, which is pushing high-end chip and related manufacturing demand to remain robust [24][28] - The storage chip sector is entering a new upcycle, with DRAM prices showing a strong upward trend due to high demand from AI servers, next-generation PCs, and data centers [26][27] - The "domestic substitution" has shifted from an optional strategy to a necessary one, creating a highly certain domestic market for equipment and materials companies, which can withstand global cyclical fluctuations [4][30] Summary by Sections Weekly Market Review - The market continued a weak oscillation pattern from September 22 to 26, with the Shanghai Composite Index rising by 0.21% to 3828.11 points, the Shenzhen Component Index rising by 1.06% to 13209.00 points, and the ChiNext Index rising by 1.96% to 3151.53 points [8][10] - The semiconductor equipment ETF surged nearly 8% on September 23, with significant gains in semiconductor stocks, including Changchuan Technology and Shengmei Shanghai, which rose over 10% [31] Industry Data Tracking - The consumer electronics sector may face slowing growth in mobile phone sales, while domestic demand remains stable due to policies like "national subsidies" [20] - The semiconductor industry is currently seeing robust demand, with domestic semiconductor equipment demand remaining strong [24] - The storage chip industry is entering a new upcycle, with DRAM prices reflecting strong demand for high-performance memory [26][27] Investment Recommendations - Focus on companies that achieve technological breakthroughs in key areas and have entered the mainstream chip manufacturing supply chain, as they are likely to be the foundation for China's semiconductor industry [30] - The TMT sector is expected to be a market leader due to its high growth potential and rich themes, especially in semiconductor and AI fields [5][30] Industry News and Important Announcements - Major positive developments in the semiconductor sector include a significant increase in chip concept stocks and a strategic partnership between Nvidia and OpenAI, with Nvidia planning to invest $100 billion [31][32] - Longchuan Technology expects a net profit increase of 131.39% to 145.38% for the first three quarters of 2025, driven by strong market demand [34]

Market Overview - On September 30, the digital media sector rose by 1.37%, led by Zhidingmai [1] - The Shanghai Composite Index closed at 3882.78, up 0.52%, while the Shenzhen Component Index closed at 13526.51, up 0.35% [1] Stock Performance - Zhidingmai (300785) closed at 38.50, with a gain of 4.14% and a trading volume of 222,100 shares, amounting to 865 million yuan [1] - Other notable performers include: - Vision China (000681) at 20.46, up 3.70% [1] - Mango Super Media (300413) at 35.76, up 2.03% [1] - Xinhua Net (603888) at 19.76, up 1.96% [1] - People's Daily (603000) at 19.83, up 1.54% [1] Capital Flow - The digital media sector experienced a net outflow of 23.81 million yuan from institutional investors, while retail investors saw a net outflow of 91.12 million yuan [2] - Conversely, speculative funds recorded a net inflow of 115 million yuan [2] Individual Stock Capital Flow - Zhidingmai had a net inflow of 50.13 million yuan from institutional investors, but a net outflow of 56.99 million yuan from speculative funds [3] - Vision China saw a net inflow of 36.06 million yuan from institutional investors, with a net outflow of 19.83 million yuan from speculative funds [3] - People's Daily had a net inflow of 17.17 million yuan from institutional investors, while retail investors experienced a net outflow of 16.21 million yuan [3]