上海市锦天城律师事务所 关于上海风语筑文化科技股份有限公司 2025 年第一次临时股东会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海风语筑文化科技股份有限公司 2025 年第一次临时股东会的法律意见书 致：上海风语筑文化科技股份有限公司 上海市锦天城律师事务所（以下简称本所）接受上海风语筑文化科技股份有 限公司（以下简称公司）委托，就公司召开 2025 年第一次临时股东会（以下简 称本次股东会）有关事宜，根据《中华人民共和国公司法》（以下简称《公司法》） 等法律、法规和规范性文件以及《上海风语筑文化科技股份有限公司章程》（以 下简称《公司章程》）的有关规定，出具本法律意见书。 为出具本法律意见书，本所及经办律师依据《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》等规定，严格履行了法定职 责，遵循了勤勉尽责和诚实信用原则。本所经办律师对本次股东会所涉及的相关 事项进行了必要的核查和验证，审 ...

Market Overview - On September 12, the digital media sector experienced a slight decline of 0.1%, with Mango Excellent Media leading the drop [1] - The Shanghai Composite Index closed at 3883.69, up 0.22%, while the Shenzhen Component Index closed at 12996.38, up 0.13% [1] Stock Performance - Notable gainers in the digital media sector included: - Zhi De Mai (300785) with a closing price of 40.39, up 5.02% [1] - ST Fan Li (600228) with a closing price of 4.92, up 3.80% [1] - Xinhua Net (603888) with a closing price of 20.43, up 1.59% [1] - Conversely, Mango Excellent Media (300413) saw a decline of 2.19%, closing at 29.42 [2] Capital Flow Analysis - The digital media sector saw a net inflow of 27.01 million yuan from institutional investors, while retail investors contributed a net inflow of 72.87 million yuan [2] - However, there was a significant net outflow of 99.87 million yuan from speculative funds [2] Individual Stock Capital Flow - Key stocks and their capital flow included: - People's Daily (603000) had a net inflow of 39.58 million yuan from institutional investors, but a net outflow of 25.56 million yuan from speculative funds [3] - Xinhua Net (603888) experienced a net inflow of 14.11 million yuan from institutional investors [3] - ST Fan Li (600228) had a net inflow of 13.85 million yuan from institutional investors [3]

Market Performance - On September 11, the digital media sector rose by 1.16%, with "值得买" leading the gains [1] - The Shanghai Composite Index closed at 3875.31, up 1.65%, while the Shenzhen Component Index closed at 12979.89, up 3.36% [1] Stock Performance - "值得买" (300785) closed at 38.46, with a gain of 9.45% and a trading volume of 340,600 shares, amounting to a transaction value of 1.3 billion yuan [1] - Other notable stocks included "川网传媒" (300987) with a closing price of 18.90 and a gain of 2.05%, and "新华网" (603888) which closed at 20.11, up 1.46% [1] Capital Flow - The digital media sector saw a net inflow of 23.18 million yuan from institutional investors, while retail investors contributed a net inflow of 104 million yuan [2] - The sector experienced a net outflow of 127 million yuan from speculative funds [2] Individual Stock Capital Flow - "值得买" had a net inflow of 67.56 million yuan from institutional investors, while it faced a net outflow of 58.28 million yuan from speculative funds [3] - "新华网" experienced a net inflow of 9.66 million yuan from institutional investors, but a net outflow of 1.13 million yuan from speculative funds [3]

Company Overview - Windy Zhi, established on August 12, 2003, and listed on October 20, 2017, is located at 191 Jiangchang 3rd Road, Jing'an District, Shanghai. The company specializes in planning, designing, implementing, and maintaining digital cultural display experience systems [2]. Financial Performance - For the first half of 2025, Windy Zhi achieved operating revenue of 775 million yuan, representing a year-on-year growth of 33.97%. The net profit attributable to shareholders was 16.95 million yuan, with a significant year-on-year increase of 112.62% [2]. - Since its A-share listing, Windy Zhi has distributed a total of 744 million yuan in dividends, with 259 million yuan distributed over the past three years [3]. Stock Performance - As of September 9, Windy Zhi's stock price decreased by 2.09%, trading at 9.82 yuan per share, with a total market capitalization of 5.841 billion yuan. The trading volume was 88.6484 million yuan, with a turnover rate of 1.50% [1]. - Year-to-date, Windy Zhi's stock price has increased by 7.68%, but it has seen a decline of 3.16% over the last five trading days and 7.36% over the last 20 days [2]. Shareholder Structure - As of June 30, 2025, the number of shareholders for Windy Zhi was 41,200, a decrease of 8.55% from the previous period. The average circulating shares per person increased by 9.35% to 14,437 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the fourth largest, holding 5.7232 million shares, an increase of 1.4728 million shares from the previous period [3]. Business Segments - Windy Zhi's main business revenue composition includes: 63.41% from cultural and brand digital experience spaces, 32.61% from urban digital experience spaces, and 3.98% from digital products and services [2]. - The company operates within the Shenwan industry classification of Media - Digital Media - Other Digital Media, and is associated with concepts such as internet celebrity economy, data elements, aerial imaging, 3D modeling, and small-cap stocks [2].

Core Viewpoint - The report from Huaxi Securities indicates that Fengyuzhu achieved a net profit attributable to shareholders of 16.95 million yuan in the first half of the year, marking a turnaround from losses in the previous year [1] Financial Performance - In the first half of the year, Fengyuzhu realized sales receipts of 845 million yuan, an increase of 1.09 million yuan compared to the same period last year [1] - The net cash flow from operating activities was 60.88 million yuan, maintaining positive performance over multiple periods [1]

Investment Rating - The report maintains a "Buy" rating for the media industry, highlighting potential growth driven by AI applications [4][8]. Core Insights - The integration of AI is expected to enhance the commercial value of cultural media internet applications, with a continuous upward trend in AI development from hardware to applications [3][14]. - The Chinese government has launched initiatives to implement "Artificial Intelligence +" actions, aiming for over 90% penetration of new intelligent terminals and applications by 2030, which will support the iteration of AI models and applications in enterprises [3][14]. - Key companies in the media sector are recommended for investment, including Oriental Pearl, Mango Super Media, BlueFocus, Wanda Film, and others, with specific growth drivers identified for each [4][8]. Summary by Sections Industry Review - The media sector has shown significant performance, with the media index rising by 72.7% over the past 12 months, outperforming the CSI 300 index [1][3]. - The report notes a recovery in the film industry, with the summer box office reaching 11.966 billion yuan, surpassing the previous year's total [28]. Key Company Recommendations - Companies such as Oriental Pearl (600637), Mango Super Media (300413), and BlueFocus (300058) are highlighted for their potential growth in the AI-driven market [4][8]. - Specific forecasts for earnings per share (EPS) and price-to-earnings (PE) ratios are provided for various companies, indicating strong growth prospects [8]. AI and Technology Trends - The report emphasizes the importance of AI in driving new business models and applications, particularly in the fields of digital marketing and content creation [14][18]. - The upcoming Alibaba Cloud Summit is expected to showcase advancements in AI technology and its applications across various sectors [14]. Market Dynamics - The report discusses the evolving landscape of e-commerce and digital marketing, with companies like Alibaba and JD.com leveraging AI to enhance user experience and operational efficiency [25][26]. - The gaming sector is also highlighted, with Tencent's integration of social media and gaming platforms indicating a trend towards deeper user engagement [24]. Future Outlook - The report anticipates continued growth in the media sector, driven by AI innovations and supportive government policies, with a focus on companies that are well-positioned to capitalize on these trends [3][4][14].

Investment Rating - The report maintains a "Buy" rating for the company [1][6] Core Insights - The company achieved a revenue of 775 million yuan in the first half of 2025, representing a year-on-year increase of 33.97%, and reported a net profit of 16.95 million yuan, marking a turnaround from losses [2] - The overall gross margin for the first half of 2025 was 26.09%, an increase of 9.58 percentage points compared to the same period last year. The sales expense ratio decreased by 4.11 percentage points to 4.03%, while the management expense ratio fell by 2.64 percentage points to 6.54% [3] - The company is investing in embodied intelligence technology, providing integrated solutions for cultural venues and new tourism projects, including personalized humanoid robots and AR-enhanced AI glasses [4] - The government has encouraged the creation of new consumption scenarios, supporting the company in developing a "cultural experience + digital consumption" ecosystem, which has already shown promising results in visitor numbers and revenue generation [5] - The revenue forecasts for 2025-2027 have been adjusted to 16.46 billion yuan, 18.84 billion yuan, and 20.56 billion yuan, respectively, with net profit estimates revised to 1.19 billion yuan, 1.60 billion yuan, and 2.02 billion yuan [6][8]

Core Viewpoint - Fengyuzhu (603466) reported strong financial performance for the first half of 2025, with significant increases in revenue and net profit compared to the previous year [1] Financial Performance - Total revenue reached 775 million yuan, a year-on-year increase of 33.97% [1] - Net profit attributable to shareholders was 16.95 million yuan, up 112.62% year-on-year [1] - In Q2 2025, total revenue was 392 million yuan, reflecting a 38.3% increase year-on-year [1] - Q2 net profit attributable to shareholders was -23.32 million yuan, an improvement of 80.45% year-on-year [1] Profitability Metrics - Gross margin increased to 26.09%, a year-on-year rise of 58.03% [1] - Net margin improved to 2.19%, up 109.42% year-on-year [1] - Total selling, administrative, and financial expenses amounted to 87.84 million yuan, accounting for 11.34% of revenue, a decrease of 35.23% year-on-year [1] Cash Flow and Earnings - Operating cash flow per share was 0.1 yuan, an increase of 125.91% year-on-year [1] - Earnings per share rose to 0.03 yuan, reflecting a 113.04% increase year-on-year [1] - The company's net asset value per share decreased to 3.48 yuan, down 4.73% year-on-year [1] Historical Performance and Investment Return - The company's historical median Return on Invested Capital (ROIC) is 16.43%, indicating good investment returns [3] - The worst year for ROIC was 2024, at -4.52%, suggesting a need for further investigation into that period [3] Debt and Cash Flow Health - The company maintains a healthy cash position, with cash assets being robust [3] - The average operating cash flow over the past three years is only 5.71% of current liabilities, indicating a need for monitoring cash flow status [4]

Core Points - The company held its 11th meeting of the 4th Board of Directors on August 28, 2025, where all 7 directors participated in the voting, confirming the legality and validity of the resolutions made [1][2] - The board approved the 2025 semi-annual report and its summary, ensuring that the information is truthful, accurate, and complete [1][2] - The board also approved a special report on the storage and actual use of raised funds for the first half of 2025, confirming compliance with regulatory requirements [2][3] - A resolution was passed regarding the provision for asset impairment, with all directors voting in favor [3] - The board approved the cancellation of the supervisory board and the revision of the company's articles of association, with the audit committee taking over the supervisory responsibilities [4][5] - Several governance documents, including rules for shareholder meetings, board meetings, and audit committee work, were revised and approved [5][6] - The company scheduled its first extraordinary general meeting for 2025 on September 15, 2025, to further discuss the resolutions [6]

Core Points - The company held its seventh meeting of the fourth supervisory board on August 28, 2025, which was conducted both in-person and via communication methods [1][2] - The supervisory board approved the 2025 semi-annual report and summary, confirming that the information reflects the company's situation accurately [1][2] - The board also approved the special report on the storage and actual use of raised funds for the first half of 2025, ensuring compliance with regulations and completeness of information [2] - A resolution was passed to abolish the supervisory board and amend the company's articles of association, transferring the supervisory responsibilities to the audit committee of the board of directors [2][3] Summary by Sections Meeting Details - The meeting was convened by the chairman of the supervisory board with all three participating supervisors voting [1][2] Financial Reports - The 2025 semi-annual report was reviewed and deemed compliant with relevant laws and internal regulations, reflecting the company's true financial status [1][2] - The special report on the use of raised funds was also approved, confirming that it meets the requirements set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [2] Governance Changes - The company proposed to eliminate the supervisory board to enhance operational efficiency and governance, with the audit committee taking over its responsibilities [2][3]