邮编：100738 地址：北京市东城区东长安街 1 号东方广场 C1 座 6 层 电话：010－85230688 传真：010-85230699 上海市锦天城（北京）律师事务所 关于三人行传媒集团股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：三人行传媒集团股份有限公司 上海市锦天城（北京）律师事务所（以下简称"本所"）接受三人行传媒集 团股份有限公司（以下简称"公司"）的委托，指派本所律师出席了公司于 2025 年 09 月 02 日召开的 2025 年第一次临时股东大会（以下简称"本次股东大会"）。 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》"）、《上市公司股东会规则》等法律、法 规和规范性文件以及《三人行传媒集团股份有限公司章程》（以下简称"《公司 章程》"）的规定，本所对公司本次股东大会的召集和召开程序、出席会议人员 资格、召集人资格、会议表决程序和表决结果等相关事宜出具本法律意见书。 本所及本所经办律师依据《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书出 ...

Market Overview - The advertising and marketing sector experienced a decline of 3.15% on September 2, with Zhidu Co., Ltd. leading the drop [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Stock Performance - Zhidu Co., Ltd. saw a significant drop of 10.03%, closing at 11.48, with a trading volume of 2.04 million shares and a transaction value of 2.453 billion [2] - Other notable declines included Tianyu Digital Science at -5.54% and Zhejiang Wenhu Internet at -5.16% [2] - Conversely, Yinhai Group increased by 2.37%, closing at 44.47, with a transaction value of 6.62 billion [1] Capital Flow - The advertising and marketing sector experienced a net outflow of 1.338 billion from institutional investors, while retail investors saw a net inflow of 0.901 billion [2] - The capital flow data indicates that retail investors were more active, with a net inflow of 0.901 billion, compared to the outflow from institutional investors [2] Individual Stock Capital Flow - Yinhai Group had a net inflow of 24.4896 million from institutional investors, while retail investors had a net outflow of 9.784 million [3] - Longyun Co. experienced a net inflow of 7.0104 million from institutional investors, with retail investors also seeing a net outflow [3] - The overall trend shows that institutional investors are pulling back while retail investors are more engaged in the market [3]

Group 1 - The company, Sanrenxing, announced an investment of 280 million RMB to establish a wholly-owned subsidiary in Qinghai, focusing on comprehensive computing power services, including computing power leasing and solutions [1] - The investment aims to expand the company's business boundaries, enhance profitability, and optimize its business model, aligning with its strategic development plan [1] - As of January to June 2025, the company's revenue composition includes: 78.54% from advertising agency services, 8.7% from other main businesses, 7.38% from event services, 3.07% from advertising planning and execution, and 1.94% from traditional media [1] Group 2 - The current market capitalization of Sanrenxing is 7.1 billion RMB [2]

证券代码：605168 证券简称：三人行 公告编号：2025-034 三人行传媒集团股份有限公司 关于对外投资设立全资子公司的公告 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个别及连带责任。 重要内容提示： 投资标的名称：青海三人行绿能智算科技有限公司（暂定名，以工商登 记核准名称为准） 投资金额：三人行传媒集团股份有限公司（以下简称"公司"）出资人民 币2.8亿元，占注册资本的100%。 相关风险提示：本次设立全资子公司在未来项目投资过程中可能面临市 场风险、运营风险、政策变化等风险，敬请广大投资者注意投资风险。 权0票的表决结果审议通过了《关于对外投资设立全资子公司的议案》，同意公 司本次对外投资出资人民币2.8亿元在青海设立全资子公司，资金来源为公司自 有资金。根据《上海证券交易所股票上市规则》和《公司章程》等有关规定，本 次对外投资无需提交股东大会审议。 （三）本次对外投资设立全资子公司不构成关联交易，也不构成《上市公司 重大资产重组管理办法》规定的重大资产重组。 二、投资标的基本情况 对公司当期业绩的影响：本次投资不影响当 ...

Group 1 - The company has announced a change in the timing of the 2025 First Extraordinary General Meeting of Shareholders, originally scheduled for September 2, 2025, at 14:45, now moved to 10:00 on the same day [2][4] - The network voting period remains unchanged, starting and ending on September 2, 2025, with specific voting times outlined for both trading and internet platforms [4] - The company expresses apologies for any inconvenience caused to investors due to this change [3][4] Group 2 - The company confirms that the equity registration date for the shareholders' meeting remains unchanged, and other related matters refer to the announcement made on August 15, 2025 [4] - Contact information for the meeting is provided, including address, phone number, and email for investor inquiries [6] - Attendees are responsible for their own transportation and accommodation expenses related to the meeting [6]

Group 1 - The company announced a change in the timing of the 2025 first extraordinary general meeting of shareholders, originally scheduled for September 2, 2025, at 14:45, now moved to 10:00 on the same day [1] - The change in meeting time is due to work arrangement reasons, while all other details from the previous announcement remain unchanged [1] - The company expressed apologies for any inconvenience caused to investors due to this change [1] Group 2 - The date and time for the meeting are set for September 2, 2025, at 10:00 [1] - Online voting will be available from September 2, 2025, with specific time slots for voting through the Shanghai Stock Exchange network voting system [1] - Contact information for investor inquiries is provided, including address, phone number, fax, and email [1]

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company reported a revenue of 1.657 billion yuan for the first half of 2025, a year-on-year decline of 13.36%, while the net profit attributable to shareholders was 144 million yuan, an increase of 10.83% [2][5]. - In Q2 2025, the company achieved a revenue of 840 million yuan, down 13.93% year-on-year, with a net profit of 71 million yuan, a decrease of 13.15% [5]. - The company is focusing on its advertising business while actively expanding new business areas, with the lottery business expected to see significant breakthroughs [2][5]. Summary by Sections Financial Performance - For H1 2025, the company achieved a net profit of 144 million yuan, up 10.83% year-on-year, and a non-recurring net profit of 127 million yuan, up 4.56% [5]. - In Q2 2025, the gross margin improved, with a year-on-year increase of 1.47 percentage points and a quarter-on-quarter increase of 6.99 percentage points, reaching 22.06% [10]. Business Development - The company is actively expanding its marketing services for leading clients across various industries, including a new marketing project for the AITO brand in the automotive sector [10]. - The lottery business is being developed with over 30 stores launched in various provinces and nearly 1,000 cinema channel stores signed [10]. - A strategic cooperation agreement was signed with a well-known chip application design and distribution service provider to enhance investment strategies and resource sharing [10]. Future Outlook - The company expects to achieve net profits of 330 million yuan and 505 million yuan for 2025 and 2026, respectively, corresponding to PE ratios of 21.95 and 14.33 [10].

Macro Insights - The economic growth rate in August is expected to be supported by exports and consumption policies, despite a significant slowdown in the real estate sector, with a target of 5% annual growth remaining achievable [1][15][12] - The industrial added value in July grew by 5.7% year-on-year, with the manufacturing sector showing resilience, particularly in high-tech products and equipment manufacturing [12][13] - Fixed asset investment growth slowed to 1.6% year-on-year in the first seven months, primarily due to a decline in real estate investment, which fell by 12% [13][14] Strategy Insights - Current channels for resident capital entering the market include increasing financing balances and active personal investor accounts, leading to a positive feedback loop in the market [2] - The "anti-involution" market trend can be analyzed through policy expectations and real-world transmission, indicating a shift from theme-driven to profit-driven market dynamics [2] - The technology and small-cap sectors are expected to continue outperforming as more external funds enter the market [2] Industry Reports - The consumer electronics sector is anticipated to see significant opportunities with the upcoming release of new products, particularly in AI-related applications [8] - The coal mining industry is experiencing a continuous improvement in fundamentals, with the price of thermal coal expected to rise [8] - The healthcare sector, particularly innovative drugs, is projected to maintain a positive outlook due to improved profitability [8]

Group 1 - Xi'an achieved significant investment milestones in the first half of 2025, with actual domestic investment reaching 845.15 billion yuan, fulfilling 60% of the annual target, and foreign investment totaling 4.21 billion USD, achieving 54.7% of the annual goal [1][3] - The city has signed multiple key projects, including a 94 billion yuan investment in the Qin Chuang Yuan Jinghe New City, focusing on sectors like hydrogen energy and robotics, indicating a strategic push towards high-tech industries [4][6] - Xi'an's investment landscape is expanding with 52 key industrial chain projects signed, amounting to 532.28 billion yuan, showcasing a robust pipeline for future growth [8][10] Group 2 - The collaboration between Xi'an and Yulin has led to 12 cooperative projects worth 94.42 billion yuan, enhancing regional connectivity and economic synergy [6][7] - New foreign investment is on the rise, with 149 new foreign enterprises established, reflecting a 4.9% increase, indicating a growing interest in Xi'an as a business destination [12][13] - Major projects include significant investments from BYD (173 billion yuan), Industrial and Commercial Bank of China (147.5 billion yuan), and Samsung's flash memory chip project (60 billion yuan), which are expected to solidify Xi'an's position in the market [15][16]

Group 1 - The stock price of Sanrenxing reached 34.31 yuan as of August 20, 2025, with an increase of 0.41% compared to the previous trading day [1] - The trading volume on that day was 46,601 hands, with a total transaction amount of 1.59 billion yuan and a price fluctuation of 2.17% [1] - Sanrenxing is a cultural media company primarily engaged in digital marketing services and campus media marketing, registered in Shaanxi Province, and is part of the Western Development concept [1] Group 2 - On August 20, the net outflow of main funds was 4.8063 million yuan, with a cumulative net outflow of 63.7281 million yuan over the past five trading days [1]