北京市海问律师事务所 关于东软集团股份有限公司 2024 年股票期权激励计划修订事项的 法律意见书 致：东软集团股份有限公司 北京市海问律师事务所 地址：北京市朝阳区东三环中路 5 号财富金融中心 20 层（邮编 100020） Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China 电话(Tel)：(+86 10) 8560 6888 传真(Fax)：(+86 10) 8560 6999 www.haiwen-law.com 北京 BEIJING 丨上海 SHANGHAI 丨深圳 SHENZHEN 丨香港 HONG KONG 丨成都 CHENGDU 1 解，并基于对出具日以前已经发生或存在的事实及对有关事实的了解发表法律意 见。 北京市海问律师事务所（以下简称"本所"）是具有中华人民共和国（以下 简称"中国"）法律执业资格的律师事务所。本所接受东软集团股份有限公司（以 下简称"公司"或"东软集团"）的委托，担任东软集团实施 2024 年股票期权 ...

Group 1 - Neusoft Corporation (SH 600718) announced its board meeting held on October 27, 2025, via telecommunication to review the Q3 2025 report [1] - For the first half of 2025, Neusoft's revenue composition was as follows: 44.31% from smart automotive connectivity, 25.68% from enterprise connectivity and others, 15.5% from smart city initiatives, and 14.51% from healthcare and social security [1] - As of the report, Neusoft's market capitalization stood at 12.7 billion yuan [1] Group 2 - The A-share market has surpassed 4000 points, marking a significant resurgence after a decade of stagnation, with technology leading the market's transformation into a "slow bull" new pattern [1]

Financial Performance - The company's operating revenue for Q3 2025 was CNY 2,802,032,034, representing an increase of 8.13% compared to the same period last year[2] - The total profit for Q3 2025 decreased by 89.80% year-on-year, amounting to CNY 6,372,516, primarily due to increased R&D investments[5] - The net profit attributable to shareholders for Q3 2025 was CNY -5,188,625, a decline of 109.59% compared to the previous year[5] - The basic earnings per share for Q3 2025 was CNY -0.004, reflecting a decrease of 109.32% year-on-year[5] - The company achieved operating revenue of RMB 749,141,000 for the period from January to September 2025, representing a year-on-year growth of 8.72%[8] - Net profit for the first three quarters of 2025 was ¥54,977,191, a decrease of 61.3% from ¥142,122,445 in the same period of 2024[14] - The company reported a basic earnings per share of ¥0.04 for the first three quarters of 2025, down from ¥0.13 in the same period of 2024[15] - The total comprehensive income for the first three quarters of 2025 was ¥54,388,147, down from ¥129,065,657 in 2024, reflecting a decline of 57.8%[15] Assets and Liabilities - The total assets at the end of the reporting period were CNY 19,177,884,979, an increase of 3.88% from the end of the previous year[2] - The total assets of the company as of September 30, 2025, amounted to RMB 19,177,884,979, an increase from RMB 18,461,736,241 at the end of 2024[10] - The total liabilities of the company as of September 30, 2025, were RMB 8,449,138,128, compared to RMB 7,154,485,778 at the end of 2024[10] - The total liabilities of the company amounted to ¥9,501,520,193, an increase from ¥8,926,973,061 in the previous year[11] - The total equity attributable to shareholders of the parent company was ¥9,451,210,591, slightly down from ¥9,499,771,130 in 2024[11] Cash Flow - The net cash flow from operating activities for the year-to-date period was CNY -32,730,363, indicating a significant cash outflow[2] - Net cash flow from operating activities was -$32.73 million, compared to -$227.52 million in the previous period, indicating an improvement[18] - Total cash inflow from investment activities decreased to $3.17 billion from $5.69 billion, while cash outflow increased to $3.86 billion from $5.79 billion, resulting in a net cash flow of -$690.53 million[18] - Cash inflow from financing activities was $492.39 million, down from $1.05 billion, with cash outflow totaling $732.74 million compared to $1.43 billion, leading to a net cash flow of -$240.35 million[19] - The total cash and cash equivalents at the end of the period stood at $1.78 billion, down from $1.58 billion in the previous period[19] - Cash received from operating activities totaled $7.21 billion, an increase from $6.60 billion year-over-year[18] Research and Development - The company experienced a significant increase in R&D expenditures, which impacted profitability negatively[5] - Research and development expenses increased to ¥817,984,533 in the first three quarters of 2025, compared to ¥691,610,128 in 2024, marking a rise of 18.3%[14] Shareholder Information - The total number of common shareholders at the end of the reporting period was 98,174, with the largest shareholder, Neusoft Holdings Co., Ltd., holding 14.61% of shares[7] - The company has a significant amount of pledged shares, with Neusoft Holdings pledging 139,019,900 shares out of its total holdings[7] Strategic Focus - The company reported a significant increase in new contracts for vertical AI applications and data value-related businesses, contributing to long-term growth potential[8] - The company is focusing on strategic transformation and investment in AI and data value areas to enhance its market position[8] Accounting Changes - The company plans to implement new accounting standards starting in 2025, which may affect future financial reporting[20]

Core Insights - Data is recognized as the fifth production factor, characterized by non-competition, replicability, and unlimited growth potential, making its value extraction process more complex than traditional production factors [1] - The development of the data factor market relies heavily on a clear policy framework and implementation pathways, with local data trading institutions and data merchants emerging as key drivers [1] - The establishment of a robust supply and demand ecosystem is essential to achieve the goals of effective data utilization and security [1] Group 1: Industry Overview - The data factor market is currently in a critical phase driven by policies and practical explorations, with the establishment of the National Data Bureau marking a significant step towards a unified national data market [19][20] - By 2025, the market size is projected to exceed 200 billion, with a compound annual growth rate of over 25% [23] - The construction of a complete national data circulation system is planned over the next five years, aiming to facilitate the integration of data into the real economy and break data monopolies [27] Group 2: Evaluation of Service Providers - The selection of "Outstanding Service Providers in the Data Factor Industry" is based on comprehensive evaluations by iResearch and industry experts, focusing on the capabilities of data developers, operators, and IT technology providers [2][4] - The evaluation model includes four core dimensions: industry depth, product and technology capabilities, service capabilities, and ecosystem capabilities [4] - The top 30 data factor service providers are categorized into four types, reflecting their competitive strengths in various aspects [7] Group 3: Case Studies and Applications - Neusoft's City Data Value Empowerment Platform integrates data to enhance urban services in health, employment, and smart governance, creating a comprehensive service ecosystem [11][12] - The "Fujian Health Public Service Operation Platform" aims to provide a full lifecycle service system, while the "City Human Resources Development Platform" connects various stakeholders to promote employment and training [15] - The focus on high-quality data sets and specialized intelligent entities is expected to become mainstream, with ecosystem co-construction and scenario-building capabilities as core competitive advantages [20]

Core Insights - Dongsoft Group (600718) has recently undergone a business registration change, expanding its operational scope to include artificial intelligence application software development, AI industry application system integration services, and integrated circuit chip sales [1][2] Company Information - Dongsoft Group was established in June 1991 and is legally represented by Rong Xinjie [1] - The company is jointly held by Dalian Dongsoft Holdings Co., Ltd., Alpine Electronics (China) Co., Ltd., and Hong Kong Central Clearing Limited [1] Business Changes - The registered capital of Dongsoft Group has increased from approximately 1.185 billion RMB to about 1.19 billion RMB [1] - Several senior management personnel have changed as part of the recent business adjustments [1]

Core Viewpoint - Neusoft Corporation has recently updated its business scope to include artificial intelligence application software development, AI industry application system integration services, and sales of integrated circuit chips and products, with a slight increase in registered capital from approximately 1.185 billion to 1.19 billion yuan [1] Company Overview - Neusoft Corporation was established in 1991 and is jointly held by Dalian Neusoft Holdings Co., Ltd., Alpine Electronics (China) Co., Ltd., and Hong Kong Central Clearing Limited [1]

Group 1 - The core point of the article is that Neusoft Corporation (600718) has recently undergone business changes, expanding its operational scope to include artificial intelligence application software development, AI industry application system integration services, and sales of integrated circuit chips and products [1][1] - The registered capital of Neusoft Corporation has increased from approximately 1.185 billion RMB to about 1.19 billion RMB [1][1] - Several senior executives at Neusoft Corporation have also undergone changes [1] Group 2 - Neusoft Corporation was established in June 1991, with Rong Xinjie as the legal representative [1] - Shareholder information indicates that the company is jointly held by Dalian Neusoft Holdings Co., Ltd., Alpine Electronics (China) Co., Ltd., and Hong Kong Central Clearing Limited [1]

Core Insights - The healthcare insurance information system plays a crucial role in managing medical insurance, improving service efficiency, and supporting fund supervision and quality assessment [1][3][8] - The market size of China's healthcare insurance information system is projected to reach 4.8 billion yuan in 2024, reflecting a year-on-year growth of 6.4% [1][8][9] Industry Overview - The healthcare insurance information system is a computer system designed to manage medical insurance operations, including participant management, cost settlement, fund supervision, and data sharing [3][4] - The industry has evolved through four stages, from standalone systems to the current core platform construction phase, driven by technological advancements [4][5] Market Development - The market for healthcare insurance information systems has shown an upward trend, despite delays in construction and acceptance due to the pandemic in 2022 [1][8] - The number of participants in basic medical insurance in China is expected to rise, providing a substantial data foundation for healthcare information systems [7][8] Competitive Landscape - The competition in the healthcare insurance information system industry is intensifying, with the top five companies holding a market share of 36.3% in 2024 [9] - Neusoft Corporation maintains a significant market share of 15.1%, leveraging its early market entry and extensive service capabilities [9][10] Future Trends - The future of healthcare insurance information systems will focus on data sharing, interoperability, and the use of advanced technologies like big data and artificial intelligence to enhance service personalization [11] - Data security and privacy protection will become critical areas of development for the industry [11]

Core Insights - Neusoft Group has signed a strategic cooperation memorandum with China Mobile International to collaborate in key areas such as smart healthcare, smart automotive, smart cities, and global digital services [1][2] - The partnership aims to leverage both companies' strengths to enhance the application of technologies like vehicle networking and intelligent driving in overseas markets [2][3] Group 1 - The cooperation will focus on product solutions, market expansion, and delivery services, aiming to create localized products and end-to-end service capabilities [1][2] - Neusoft Group's participation in the China Mobile Global Partner Conference highlights its commitment to deepening its relationship with China Mobile and integrating into its global partner network [2] - The company showcased innovations in nine core business areas, including communication and healthcare, emphasizing the value of data and AI [2][3] Group 2 - Neusoft Group presented data-driven platforms for urban healthcare, elderly care, and employment, along with AI-integrated healthcare solutions [3] - The company highlighted its global layout and advantages in automotive electronics, digital services, and smart healthcare at the software export and global software business exhibition [3]

Core Viewpoint - Dongsoft Group's stock price has experienced fluctuations, with a recent decline of 2.00% and a total market capitalization of 12.853 billion yuan as of October 14 [1] Financial Performance - For the first half of 2025, Dongsoft Group achieved a revenue of 4.689 billion yuan, representing a year-on-year growth of 9.08%, while the net profit attributable to shareholders decreased by 42.75% to 56.2704 million yuan [2] Stock Market Activity - The stock has seen a year-to-date increase of 1.51%, but has dropped 4.43% over the last five trading days. In the last 20 days, the stock rose by 5.58%, and over the last 60 days, it increased by 12.88% [1] - Dongsoft Group has appeared on the "Dragon and Tiger List" three times this year, with the most recent instance on September 19, where it recorded a net purchase of 1.01 billion yuan [1] Shareholder Information - As of June 30, 2025, the number of shareholders decreased by 9.79% to 90,300, while the average circulating shares per person increased by 11.17% to 13,368 shares [2] - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which holds 44.8864 million shares, a decrease of 875,500 shares from the previous period [3] Dividend Distribution - Dongsoft Group has distributed a total of 1.894 billion yuan in dividends since its A-share listing, with 332 million yuan distributed over the last three years [3]