证券代码：600640 证券简称：国脉文化 公告编号：临 2025-034 新国脉数字文化股份有限公司 关于公司 2021 年股票期权激励计划第三个行权期行权条件 未成就及注销股票期权的公告 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。 新国脉数字文化股份有限公司（以下简称"公司"）于 2025 年 10 月 28 日召开第十一届董事会第十六次会议，审议通过了《关于注 销部分离职人员股票期权、公司 2021 年股票期权激励计划第三个行 权期行权条件未成就及注销相应股票期权的议案》。根据《上市公司 股权激励管理办法》（以下简称"《管理办法》"）及公司《2021 年股票期权激励计划》（以下简称"《激励计划》"）等的有关规定， 现将相关情况公告如下： 一、公司 2021 年股票期权激励计划已履行的相关程序 7．2021 年 9 月 3 日，公司召开第十届董事会第十六次会议和第 十届监事会第九次会议，审议通过了《关于调整公司 2021 年股票期 权激励计划激励对象名单及授予权益数量的议案》和《关于向 2021 年股票期权激励计划激励 ...

注销部分股票期权的 法律意见书 国枫律证字[2021]AN100-7 号 致:新国脉数字文化股份有限公司 根据本所与公司签署的《律师服务合同》,作为公司本次股权激励计划的专 项法律顾问,已根据相关法律、法规和规范性文件的规定,并按照律师行业公认 的业务标准、道德规范和勤勉尽责精神出具了《北京国枫律师事务所关于号百控 股股份有限公司 2021 年股票期权激励计划(草案)的法律意见书》《北京国枫律 师事务所关于新国脉数字文化股份有限公司 2021 年股票期权激励计划调整及授 予事项的法律意见书》《北京国枫律师事务所关于新国脉数字文化股份有限公司 2021 年股票期权激励计划调整激励对象名单及期权数量并注销相应股票期权的 法律意见书》《北京国枫律师事务所关于新国脉数字文化股份有限公司注销 2021 年股票期权激励计划部分股票期权相关事项的法律意见书》《北京国枫律师事务 所关于新国脉数字文化股份有限公司 2021 年股票期权激励计划第一个行权期行 权条件未成就及注销部分股票期权的法律意见书》《北京国枫律师事务所关于新 国脉数字文化股份有限公司 2021 年股票期权激励计划第二个行权期行权条件未 成就及注销部分股票期权 ...

证券代码：600640 公司简称：国脉文化 中信证券股份有限公司 关于 新国脉数字文化股份有限公司 2021 年股票期权激励计划第三个行权期 行权条件未成就及注销部分股票期权事项 之 独立财务顾问报告 2025 年 10 月 | 一、释义 3 | | --- | | 二、声明 5 | | 三、基本假设 6 | | 四、本次激励计划履行的审批程序 7 | | 五、独立财务顾问的核查意见 11 | | 六、备查文件及咨询方式 13 | 一、释义 1．国脉文化、本公司、公司：新国脉数字文化股份有限公司。 2. 号百控股、号百控股股份有限公司：公司曾用名，号百控股股份有限公司 分别于 2021 年 8 月 2 日、2021 年 8 月 18 日召开董事会十届十四次会议、2021 年第一次临时股东大会，审议通过了《关于变更公司全称的议案》及《关于变更 公司经营范围暨修订 <公司章程> 的议案》，并于 2021 年 8 月 24 日正式变更为 "新国脉数字文化股份有限公司"。 3．独立财务顾问：中信证券股份有限公司 4．独立财务顾问报告：《中信证券股份有限公司关于新国脉数字文化股份有 限公司 2021 年股票期权激励计划 ...

Financial Performance - The company's operating revenue for Q3 2025 was ¥417,242,685.77, a decrease of 5.39% compared to the same period last year[2] - The total profit for the quarter was ¥10,474,113.60, reflecting a decline of 20.16% year-over-year[2] - Net profit attributable to shareholders was ¥5,662,137.67, showing a significant increase of 261.23% compared to the previous year[2] - The basic earnings per share for the quarter was ¥0.0071, up by 255.00% year-over-year[3] - The net profit attributable to shareholders for the year-to-date period was ¥19,584,876.74, an increase of 47.50% compared to the same period last year[2] - Net profit for the first three quarters of 2025 reached CNY 21,244,332.87, an increase of 16.5% from CNY 18,183,083.85 in 2024[18] - Earnings per share for the first three quarters of 2025 was CNY 0.0246, compared to CNY 0.0167 in the same period of 2024[18] Cash Flow - The net cash flow from operating activities reached ¥82,618,782.00, a substantial increase of 433.33% compared to the same quarter last year[3] - In the first three quarters of 2025, the net cash flow from operating activities was -$253.19 million, a decrease from $163.98 million in the same period of 2024[20] - Total cash inflow from operating activities was $1.65 billion, down from $3.12 billion year-over-year[20] - Cash outflow from operating activities increased to $1.90 billion compared to $2.96 billion in the previous year[20] - The net cash flow from investment activities was -$353.38 million, an improvement from -$850.47 million in the same period of 2024[20] - The company received $1.37 billion from the recovery of investments, a significant increase from $687 million in the same period last year[20] Assets and Liabilities - Total assets at the end of the reporting period were ¥5,407,279,564.71, down 6.38% from the end of the previous year[3] - The total current assets as of September 30, 2025, amount to ¥2,829,995,948.34, an increase from ¥2,343,846,552.45 in December 2024[13] - Total liabilities decreased to CNY 935,954,101.01 in 2025 from CNY 1,318,777,798.69 in 2024, reflecting a reduction of approximately 29.0%[15] - Current liabilities totaled CNY 919,162,212.37, down 29.3% from CNY 1,300,073,073.61 in the previous year[15] - Non-current liabilities decreased to CNY 16,791,888.64 from CNY 18,704,725.08, a decline of 4.9%[15] - Total equity increased to CNY 4,471,325,463.70 in 2025 from CNY 4,457,236,874.42 in 2024, showing a growth of 0.3%[15] Shareholding Structure - China Telecom Group Co., Ltd. holds 51.16% of shares, totaling 407,061,147 shares[10] - China Telecom Group Industrial Asset Management Co., Ltd. owns 14.1% of shares, totaling 112,178,462 shares[10] - The company has no significant changes in the shareholding structure among the top 10 shareholders[11] Operational Insights - The company has been focusing on cost reduction and efficiency improvements, contributing to the increase in net profit[7] - The company has not engaged in any financing or margin trading activities during the reporting period[11] - There are no significant reminders for investors regarding the company's operational status during the reporting period[12] Research and Development - Research and development expenses for the first three quarters of 2025 were CNY 44,795,115.28, down 9.7% from CNY 49,383,887.13 in 2024[16] Financial Income and Expenses - The company reported a financial income of CNY 61,586,526.57 for the first three quarters of 2025, an improvement compared to a financial expense of CNY 70,628,794.55 in 2024[17]

Market Overview - The digital media sector experienced a decline of 0.18% on October 28, with Guomai Culture leading the drop [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Stock Performance - Notable gainers included: - Fengyuzhu (603466) with a closing price of 9.71, up 4.63% and a trading volume of 343,000 shares [1] - Fantuo Digital (301313) closed at 29.01, up 4.35% with a trading volume of 101,100 shares [1] - Major decliners included: - Guomai Culture (600640) closed at 13.94, down 2.86% with a trading volume of 211,200 shares [2] - Visual China (000681) closed at 20.46, down 0.87% with a trading volume of 278,900 shares [2] Capital Flow - The digital media sector saw a net outflow of 4.39 million yuan from institutional investors and 72.86 million yuan from speculative funds, while retail investors had a net inflow of 77.25 million yuan [2] - The overall capital flow indicates a mixed sentiment among different investor categories [2] Individual Stock Capital Flow - Mango Super Media (300413) had a net inflow of 31.66 million yuan from institutional investors, while it faced a net outflow of 30.50 million yuan from speculative funds [3] - Xinhua Net (603888) experienced a net inflow of 20.07 million yuan from institutional investors, but a net outflow of 3.47 million yuan from speculative funds [3] - Fengyuzhu (603466) saw a net inflow of 11.69 million yuan from institutional investors, with a net outflow of 14.19 million yuan from speculative funds [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]

Group 1 - The gaming stocks experienced a significant drop, with Giant Network plunging over 8% to a price of 37.13 yuan and a trading volume exceeding 1 billion yuan [1] - Youzu Network fell nearly 6%, while other companies such as Kaiying Network, Perfect World, 37 Interactive Entertainment, and Glacier Network also showed weakness [3] - Specific stock performance included Youzu Network at 12.69 yuan (-5.86%), Kaiying Network at 23.66 yuan (-5.40%), and Perfect World at 16.82 yuan (-2.77%) [4]

Core Insights - China Telecom's subsidiary, Guomai Culture, has officially launched the public testing recruitment for the "Tianyi Travel PLUS Intelligent Agent" [1] - The Tianyi Travel PLUS Intelligent Agent integrates DeepSeek and China Telecom's Xingchen large model capabilities, focusing on travel scenarios as the first generative AI vertical intelligent agent in China [3] Group 1: Product Features - The Tianyi Travel PLUS Intelligent Agent is not a simple application of a general model but a deeply optimized intelligent decision-making system for travel scenarios [6] - It offers a new intelligent travel experience with features such as multi-modal interaction, predictive planning, one-click intelligent booking, and flight change notifications [6] - The platform aims for a fully digital and low-carbon travel process, incorporating smart approvals, multi-source price comparisons, and compliance checks [6] - It provides access to exclusive hotel and airline deals, covering over 400,000 hotels and more than 30 airlines nationwide, ensuring cost savings for users [6] Group 2: Public Testing Recruitment - The public testing plan aims to recruit 100 enterprise clients from Shanghai, Guangdong, and Jiangsu, as well as 5,000 individual users nationwide [6] - Selected users will have free access to the service until December 31, 2025, and may receive complimentary travel packages, including flights and hotel stays [6] - Interested participants can apply through the "Tianyi Travel PLUS" WeChat official account by scanning a QR code and responding with "public test" [7]

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]