浙江京衡律师事务所 关于 杭州电魂网络科技股份有限公司 2024年限制性股票激励计划 浙江京衡律师事务所 法律意见书 浙江京衛律师事务所 关于杭州电魂网络科技股份有限公司 2024 年限制性股票激励计划 部分限制性股票回购注销实施的 法律意见书 部分限制性股票回购注销实施的 法律意见书 地址：浙江省杭州市杭大路黄龙世纪广场C区九层 邮编：310007 电话: 0571-28006970 传真: 0571-87901646 17 致:杭州电魂网络科技股份有限公司 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》")、《上市公司股权激励管理办法》 (以下简称"《激励管理办法》") 等有关法律、法规和规范性文件以及《杭州 电魂网络科技股份有限公司章程》（以下简称"《公司章程》"）、《杭州电魂 网络科技股份有限公司2024年限制性股票激励计划(草案)》(以下简称"《激 励计划（草案）》"）的有关规定，浙江京衡律师事务所（以下简称"本所"） 接受杭州电魂网络科技股份有限公司(以下简称"电魂网络"或"公司"）的委 托,就公司2024年限制性股票激励计划(以下简称"本 ...

Core Points - The company announced the repurchase and cancellation of 119,000 restricted stocks from five employees who are no longer eligible for the incentive plan due to their departure [1][3]. Decision-Making Process - On March 27, 2024, the company held its 22nd meeting of the fourth board of directors, where multiple proposals related to the 2024 restricted stock incentive plan were approved [2] - The 2023 annual shareholders' meeting on April 25, 2024, further approved the relevant proposals and authorized the board to handle related matters [2] - On August 28, 2025, the company convened its fifth board and supervisory board meetings, both of which approved the proposal for the repurchase and cancellation of the restricted stocks [2] Reasons and Basis for Repurchase - According to the company's incentive plan, if an incentive recipient leaves due to resignation, layoffs, or contract expiration, their granted but unvested restricted stocks cannot be released and must be repurchased by the company at the grant price [3] - The five individuals involved are no longer eligible for the incentive due to their departure, prompting the repurchase of their restricted stocks [3] Repurchase Arrangement - The company has opened a dedicated securities account for the repurchase at the Shanghai branch of China Securities Depository and Clearing Corporation Limited and submitted the necessary applications [4] - The cancellation of the restricted stocks is expected to be completed by October 22, 2025, with subsequent legal procedures for capital change registration to be handled [4] - Legal opinions confirm that the company has fulfilled necessary decision-making and disclosure requirements, and the repurchase complies with relevant laws and regulations [4]

Investment Rating - The industry investment rating is "Overweight" indicating a positive outlook for the sector [9]. Core Insights - The report highlights strong performance in the gaming and cloud computing sectors, with several companies expected to achieve significant year-on-year revenue growth in Q3 2025 [3][4]. - The gaming industry is anticipated to maintain high growth due to relaxed regulations and innovative game categories, with a total of 1,195 game approvals in the first nine months of 2025, a 25% increase year-on-year [3]. - Companies like Tencent and Giant Network are expected to drive growth through new product launches and enhanced operational capabilities [3][4]. Summary by Sections Gaming Sector - Companies such as Giant Network, Century Huatong, and G-bits are projected to experience high growth driven by product launches [3]. - The demand from younger consumers and the potential of AI to create new gaming experiences are key growth drivers [3]. - The report emphasizes the importance of differentiated competition rather than price wars in the gaming market [3]. Cloud Computing and Internet Media - Cloud computing revenues are accelerating, with major players like Tencent and Alibaba investing heavily in AI and cloud services [3][5]. - The report notes that the competition in instant retail is expected to peak in Q3 2025, which will significantly impact profitability expectations [3]. - Companies like Kuaishou are positioned to leverage AI to enhance content and advertising efficiency [3]. Other Industries - The long video and drama sectors are showing signs of recovery, with new policies expected to stimulate growth [3]. - The advertising market is experiencing structural growth, particularly in entertainment and technology sectors [3]. - Companies such as Kuaishou and Bilibili are recovering, while others like Mango Super Media and Focus Media are facing challenges in Q3 [3][4].

Core Insights - On October 14, Dianhun Network executed a block trade of 120,000 shares, amounting to 2.28 million yuan, which represented 3.69% of the total trading volume for the day [1][2] - The transaction price was 19 yuan per share, reflecting a discount of 5.14% compared to the market closing price of 20.03 yuan [1] Summary by Categories Trading Activity - The block trade involved 120,000 shares of Dianhun Network, with a total transaction value of 2.28 million yuan [1][2] - The trade accounted for 3.69% of the total trading volume on that day [1] Pricing Details - The executed price for the shares was 19 yuan, which is a 5.14% discount from the closing price of 20.03 yuan [1]

Market Overview - On October 13, the gaming sector declined by 1.41%, with *ST Dazheng 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] Individual Stock Performance - Notable gainers included: - Wento Holdings (600715) closed at 2.65, up 1.15% with a trading volume of 791,700 shares and a turnover of 202 million yuan [1] - Shunwang Technology (300113) closed at 25.40, up 0.83% with a trading volume of 220,200 shares and a turnover of 550 million yuan [1] - Significant decliners included: - *ST Dazheng (600892) closed at 4.25, down 4.92% with a trading volume of 253,700 shares and a turnover of 108 million yuan [2] - Kunlun Wanwei (300418) closed at 44.75, down 3.47% with a trading volume of 774,800 shares and a turnover of 3.468 billion yuan [2] Capital Flow Analysis - The gaming sector experienced a net outflow of 675 million yuan from institutional investors, while retail investors saw a net inflow of 631 million yuan [2] - Notable capital flows included: - Shenzhou Taiyue (300002) had a net inflow of 54.08 million yuan from institutional investors [3] - Jibite (603444) saw a net inflow of 27.33 million yuan from institutional investors [3]

Industry Trends - The September mobile game overseas revenue ranking was released, with Point Cloud Interactive's "Whiteout Survival" and "Kingshot" taking the top two spots [2] - Tencent and Ubisoft jointly established a new studio, Vantage Studios, which will be responsible for the development and operation of core IPs such as "Assassin's Creed" [3] - Century Games, a subsidiary of Century Huatong, rose from 7th to 1st place in the global Top 50 mobile game companies ranking [4] Company Developments - The actual controller and chairman of Dianhun Network, Hu Jianping, completed a reduction of 4.8692 million shares, cashing out 101 million yuan, with a total reduction exceeding 200 million yuan in six months [5][6] - Tencent subsidiary Funcom announced a round of layoffs and restructuring as it transitions from game development to long-term operations [7] - NetEase's MMO studio, Fantastic Pixel Castle, led by veteran producer Greg Street, is facing significant operational crises and potential layoffs [10] Compliance and Regulatory Issues - Discord confirmed that approximately 70,000 users' identity information and photos may have been leaked due to a hacker attack on a third-party supplier [11] Mergers and Acquisitions - EA announced it will be acquired in an all-cash transaction by a consortium led by Saudi Arabia's Public Investment Fund, with a total price of approximately 55 billion USD [12] - Microsoft reaffirmed its commitment to the development of the next-generation Xbox console amid rumors of cancellation [13] Esports Highlights - LCK team BFX won the Asian Invitational Championship by defeating DK with a score of 3:2 [14] - The 2026 Esports World Cup announced its main event projects, including popular titles like League of Legends and DOTA2 [15]

Core Viewpoint - The recent share reduction by the actual controller and chairman of Dianhun Network, Hu Jianping, highlights ongoing concerns regarding the company's declining financial performance and the potential impact on investor confidence [2][4][11]. Group 1: Share Reduction - Hu Jianping completed a share reduction of 4.8692 million shares between July and October, cashing out 101 million yuan, with share prices ranging from 18.49 to 22.73 yuan per share [2]. - Other executives, including director Yu Xiaoliang and secretary Zhang Jiliang, also announced share reductions, with a total planned reduction exceeding 200 million yuan in the past six months [4]. - The cumulative share reduction by core management since 2019 has reached 850 million yuan, raising market concerns despite the company's claim that these actions are due to personal financial needs [4]. Group 2: Financial Performance - Dianhun Network's revenue has halved from 1.024 billion yuan in 2021 to 550 million yuan in 2024, with net profit plummeting by 88.11% from 454 million yuan to 29.29 million yuan [6]. - The company's first half of 2025 showed a revenue drop of 28.69% year-on-year, resulting in a net loss of 9.34 million yuan, marking the first loss since its listing in 2016 [6]. - The decline is primarily attributed to the decreasing revenue from its core product, the "Dream Three Kingdoms" series, which generated 359 million yuan in 2024, a year-on-year decrease of 18.46% [6]. Group 3: Product Development and Investment - Dianhun Network has invested over 100 million yuan in research and development over seven years, launching 21 self-developed games, but with limited success [8]. - The recent release of "Barbarian Battle 2" initially performed well but quickly declined, generating only 152.87 million yuan in total revenue [8]. - The company is also exploring new areas such as AI, with a strategic investment in Hangzhou Hunyue Technology, aiming to develop an AI scheduling platform [8][10]. Group 4: Industry Challenges - The gaming industry is highly competitive, with over 30% of new games failing within three months, while the top 10% of products dominate over 75% of the market [10]. - Dianhun Network's internal cost-cutting measures include reducing R&D personnel from 637 in 2021 to 302 and decreasing R&D investment from 210 million yuan to 130 million yuan [10]. - The combination of aging core products, lack of breakthroughs in new business areas, and cash flow pressures may further undermine market confidence and financing capabilities [11].

Core Viewpoint - The article discusses the significant share reduction by the management of Dianhun Network, highlighting the company's declining financial performance and the potential implications for investor confidence and future growth opportunities [2][4][12]. Management Share Reduction - The actual controller and chairman of Dianhun Network, Hu Jianping, reduced his holdings by 4.8692 million shares between July and October, cashing out 101 million yuan, with share prices ranging from 18.49 to 22.73 yuan per share [2]. - Other executives, including director Yu Xiaoliang and secretary Zhang Jiliang, also announced plans to reduce their holdings, with a total planned reduction exceeding 200 million yuan in the past six months [4][5]. Financial Performance Decline - Dianhun Network's revenue has halved from 1.024 billion yuan in 2021 to 550 million yuan in 2024, with net profit plummeting by 88.11% from 454 million yuan to 29.29 million yuan during the same period [7]. - The company's flagship product, the "Dream Three Kingdoms" series, has seen a revenue decline of 18.46% in 2024, contributing to 65.27% of total revenue [7][9]. New Product Development Challenges - Despite efforts to diversify its product offerings, including 21 self-developed games and investments in AI technology, the company has faced limited success, with new titles failing to generate significant revenue [9][10]. - The recent launch of "Barbarian Battle 2" initially performed well but quickly declined in revenue, indicating challenges in sustaining new product success [9]. Investment Risks and Market Competition - Dianhun Network has invested in over 40 companies, but many face operational crises, raising concerns about the effectiveness of its investment strategy [10]. - The gaming industry is highly competitive, with over 30% of new games failing within three months, making it difficult for Dianhun Network to regain market share [10][12]. Future Outlook - The combination of aging core products, lack of breakthroughs in new business ventures, and cash flow pressures may further undermine market confidence and financing capabilities [12]. - The company's ability to develop a successful new product will be crucial in reversing the current downward trend and addressing the ongoing challenges [12].

Core Viewpoint - The recent share reduction by the chairman and other executives of Dianhun Network indicates a potential cashing out at a low stock price, raising concerns about the company's financial health and future performance [1][2]. Financial Performance - Dianhun Network's revenue from 2021 to 2024 has shown a declining trend, with figures of 9.96 billion, 7.91 billion, 6.77 billion, and 5.5 billion respectively [2]. - The net profit attributable to shareholders has also decreased significantly, from 3.39 billion to 305.8 million, with a notable loss of 933.81 million in the first half of this year, marking the first loss since the company's listing [2]. - The main product, the "Dream Three Kingdoms" series, has seen a decline in revenue, with projections of 5.08 billion, 4.4 billion, and 3.59 billion from 2022 to 2024 [2]. User Engagement - The average monthly active users for "Dream Three Kingdoms" dropped to 566,400, a decrease of 3.9%, while the average monthly paying users fell by 26.15% to 64,200 [3]. - The company faces challenges due to increased costs, a lack of product diversity, and declining performance of existing products without successful new releases [3]. Strategic Initiatives - Dianhun Network is focusing on enhancing its self-research capabilities and has several new products in the pipeline, including "Barbarian Battle 2," "Cultivation Era," and "Encountering Dragon 2" [4]. - The company is also improving its distribution capabilities through various collaboration models to introduce new products [4].

Core Viewpoint - The recent share reduction by the chairman and other executives of Dianhun Network indicates a potential cash-out during a low stock price period, amidst declining financial performance and product revenue [1][3]. Group 1: Share Reduction - Chairman and General Manager Hu Jianping reduced his holdings by 4.8692 million shares, accounting for 2% of the total shares, with a total value of approximately 101 million yuan [1]. - Other executives, including board member Yu Xiaoliang and financial director Wu Xiaojun, also plan to reduce their holdings, with proposed reductions of up to 391.81 thousand shares, 22.5 thousand shares, and 25 thousand shares respectively [1]. Group 2: Financial Performance - Dianhun Network's revenue from 2021 to 2024 showed a decline from 996 million yuan to 550 million yuan, with net profit dropping from 339 million yuan to 30.58 million yuan [3]. - In the first half of 2025, the company reported a revenue of 194 million yuan, a year-on-year decrease of 28.69%, and a net loss of 9.34 million yuan, marking the first loss since its listing [3]. Group 3: Product Performance - The main product, the "Dream Three Kingdoms" series, has seen a decline in revenue, with figures dropping from 508 million yuan in 2022 to 359 million yuan in 2024 [4]. - Monthly active users for "Dream Three Kingdoms" fell to 566,400 in 2024, a decrease of 3.9%, while monthly paying users dropped by 26.15% to 64,200 [4]. Group 4: Future Outlook - The company emphasizes the need to adapt to gaming trends and player preferences to avoid further revenue declines [5]. - Dianhun Network is focusing on enhancing its self-research capabilities and has several new products in the pipeline, including "Barbarian Battle 2" and "Encountering Dragon 2" [5].