FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于虹软科技股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：虹软科技股份有限公司 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法 律执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席虹软科技 股份有限公司（以下简称"公司"）2025 年第一次临时股东大会（以下简称"本 次股东大会"），并就本次股东大会的召集和召开程序、参与表决和召集会议人员 的资格、表决程序和表决结果等有关事宜出具本法律意见书。 本法律意见书依据《中华人民共和国公司法》《中华人 ...

证券代码：688088 证券简称：虹软科技 公告编号：临 2025-045 虹软科技股份有限公司 关于参股公司取消股权重组暨关联交易的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 交易概述：成都视海系本公司参股公司，经各方协商一致，拟取消于 2024 年 7 月启动的由新视海作为股权融资和后续业务运营主体的股权重组。本次参股 公司取消股权重组后，公司维持原投资金额 850.00 万元不变，仍持有成都视海 7.8901 万元注册资本的出资额及该等出资所对应的股权以及附属于该等股权所 对应的全部附带权益。 一、原关联交易基本情况 虹软科技股份有限公司（以下简称公司）于 2024 年 7 月 9 日召开第二届董 事会第十六次会议，审议通过了《关于参股公司股权重组暨关联交易的议案》， 同意为保障公司利益，以所持有的成都视海芯图微电子有限公司（以下简称成都 视海）1.4693%股权参与成都视海股权重组。此次股权重组实施前后，公司维持 原投资金额 850.00 万元不变，直接持有的成都视海 1.4693%股权将 ...

Group 1 - The core point of the article highlights the performance of the Zhongzheng 1000 Enhanced ETF (561590), which opened at 1.327 yuan and experienced a slight decline of 0.23% [1] - The major holdings of the ETF include stocks such as Jucheng Co., which fell by 0.90%, and Jingwei Hengrun, which dropped by 1.05%, while Daikin Heavy Industries saw an increase of 0.87% [1] - The ETF's performance benchmark is the Zhongzheng 1000 Index return, managed by Huatai-PB Fund Management Co., with a return of 33.02% since its establishment on November 23, 2022, and a 2.02% return over the past month [1]

Core Insights - Baidu officially launched the Xiaodu AI Glasses PRO, marking its entry into the competitive AI glasses market, which is referred to as the "Hundred Glasses War" [1] - The AI glasses market is experiencing rapid growth, with Tmall reporting a 2500% year-on-year increase in sales during the "Double 11" shopping festival, and JD.com reporting a 346% increase in AI glasses sales [1] - The AI glasses industry is still in its early exploration stage, with significant market potential as a future human-computer interaction interface [2] Market Growth - The AI glasses market is witnessing substantial sales growth, with various brands like Xiaomi, Baidu, and Lenovo entering the space, indicating a highly competitive environment [1] - IDC forecasts that global smart glasses shipments will reach 12.8 million units by 2025, with China's market expected to exceed 2.75 million units, reflecting a 107% year-on-year growth [2] Industry Innovation - Companies are innovating across the supply chain, with TCL showcasing a high-resolution MicroLED display for AI glasses, and Guangdong Green Precision providing comprehensive solutions for precision components [3] - Software advancements are also crucial, with companies like Hongsoft Technology enhancing user experience through visual algorithms that improve functionalities such as night scene recognition and video stabilization [3] Future Outlook - The next 1 to 2 years are critical for shaping the industry landscape, with collaborative innovation across the supply chain expected to enhance product functionality and user experience, potentially leading to market explosion [4]

Core Insights - The Shanghai Stock Exchange Sci-Tech Innovation Board Artificial Intelligence Index has seen a strong increase of 1.04%, with notable gains from stocks such as Fudan Microelectronics (up 3.43%) and Lanke Technology (up 3.24%) [1] - OpenAI has announced the launch of its flagship GPT-5.1 model, aimed at enhancing the intelligence and user experience of ChatGPT, with the rollout starting this week [1] - Quark has scheduled the launch of its AI glasses for November 27, with pre-sales ranking first in various categories during the Double 11 shopping festival [1] Industry Analysis - The Quark AI glasses S1 integrate Alibaba's Qwen closed-source model and offer deep integration with core applications like Alipay and Taobao, covering high-frequency use cases such as payment and navigation [2] - Domestic AI models like MiniMax M2 and DeepSeek show stronger adaptability in the A-share market compared to international models like GPT-5, indicating that investment strategies should be tailored to specific market conditions [2] - The global sales of AI smart glasses surged by 370% year-on-year in Q3 2025, signaling a high-growth phase for the industry, with key components like optical displays and storage benefiting directly [2] Fund Performance - The Sci-Tech AI ETF has experienced a significant scale increase of 32.45 billion yuan over the past six months [3] - The ETF's share count grew by 4.32 million shares in the past week, with a total net inflow of 331 million yuan over four days, averaging 82.87 million yuan daily [4] - The underlying index of the ETF consists of 30 major companies in the AI sector, with the top ten stocks accounting for 70.92% of the index [4]

Core Viewpoint - The IT service sector experienced a decline of 0.9% on November 12, with Hongsoft Technology leading the drop. The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1][2]. Group 1: Market Performance - The IT service sector saw significant individual stock movements, with ST Saiwei leading with a rise of 9.84% to a closing price of 4.69, while Hongsoft Technology fell by 8.83% to 44.81 [1][2]. - The total net outflow of main funds from the IT service sector was 2.526 billion yuan, while retail investors saw a net inflow of 2.205 billion yuan [2][3]. Group 2: Individual Stock Analysis - ST Saiwei had a trading volume of 537,500 shares and a transaction value of 239 million yuan, indicating strong interest despite the overall sector decline [1]. - Hongsoft Technology, despite its decline, had a substantial trading volume of 174,400 shares and a transaction value of 797 million yuan, reflecting its significant market presence [2]. Group 3: Fund Flow Analysis - Main funds showed a net inflow in stocks like Changshan Beiming and Huasheng Tiancai, while experiencing outflows in stocks like Zhongke Xingtai and ST Saiwei [3]. - The net inflow of retail funds was notable in several stocks, indicating a potential shift in investor sentiment towards smaller cap stocks within the IT service sector [3].

Core Insights - The animal health sector experienced a 1.04% increase on November 11, with *ST Lvkang leading the gains [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] Stock Performance - *ST Lvkang (002868) closed at 35.02, up 5.01% with a trading volume of 1196 lots and a transaction value of 4.1884 million yuan [1] - Other notable performers included: - Qudongli (920275) at 10.36, up 4.65% [1] - Yongshun Biological (920729) at 9.97, up 2.15% [1] - Biological Shares (600201) at 10.63, up 1.24% [1] - Plai Ke (603566) at 14.42, up 1.19% [1] Capital Flow - The animal health sector saw a net outflow of 2.5437 million yuan from institutional investors and 7.7575 million yuan from speculative funds, while retail investors had a net inflow of 10.3012 million yuan [1] - Specific stock capital flows included: - Biological Shares (600201) with a net inflow of over 9.2092 million yuan from institutional investors [2] - *ST Lvkang (002868) had a net inflow of 1.1031 million yuan from retail investors [2] - Huayi Biological (603718) experienced a net outflow of 4.1338 million yuan from institutional investors [2]

Group 1 - The report highlights a surge in the issuance of amortized bond funds, with a notable shift in investment preferences towards credit bonds, particularly central enterprise and industrial bonds [3][4] - The report predicts that the upcoming open periods for amortized bond funds will drive demand for medium to long-term credit bonds, as many funds are set to open in the coming months [4][5] - The report indicates that the revenue for Huami Technology reached $75.79 million in Q3 2025, a year-on-year increase of 78.5%, driven by strong sales of new products [6][7] - The report notes that the gross margin for Huami Technology improved to 38.2% in Q3 2025, leading to a Non-GAAP operating profit of $360,000, marking a turnaround from a loss in the previous year [8][9] Group 2 - The report states that Jingwei Hengrun experienced a slowdown in revenue growth, achieving approximately 1.555 billion yuan in Q3 2025, a year-on-year increase of 2.4% [10][11] - The report emphasizes that the company's profitability is improving, with a net profit of approximately 12 million yuan in Q3 2025, indicating a turnaround from previous losses [10][11] - The report highlights that Hongsoft Technology's revenue for the first three quarters of 2025 reached 628 million yuan, a year-on-year increase of 9.39%, with a significant net profit growth of 60.51% [13][14] Group 3 - The report indicates that BAIC Blue Valley achieved a gross margin of 1.8% in Q3 2025, marking a return to profitability with a narrowed net loss of 1.12 billion yuan [17][18] - The report notes that the sales volume for BAIC's Arcfox brand reached 16,074 units in September 2025, a year-on-year increase of 47.7%, contributing to the company's growth trajectory [18][19] - The report predicts that Jinlei Co. will achieve revenues of 2.878 billion yuan in 2025, with a net profit of 421 million yuan, reflecting a strong growth outlook [21][24] Group 4 - The report discusses the anticipated mass production of Tesla's Optimus V3 version in 2026, highlighting advancements in AI-driven robotics [25][26] - The report mentions the introduction of XPeng's new humanoid robot IRON, which is set to debut in 2026, showcasing the company's commitment to robotics innovation [26][39] - The report outlines the lithium battery industry emerging from a low point, with prices expected to exceed expectations, driven by supply chain improvements and demand recovery [41][42]

2025 年第一次临时股东大会会议材料 证券代码：688088 证券简称：虹软科技 虹软科技股份有限公司 2025 年第一次临时股东大会 会议材料 二〇二五年十一月十九日 • 杭州 第 1 页 / 共 16 页 2025 年第一次临时股东大会会议材料 虹软科技股份有限公司 2025 年第一次临时股东大会会议议程 一、会议时间：2025 年 11 月 19 日（星期三）14:30 二、现场会议地点：浙江省杭州市滨江区长河街道滨兴路 392 号（虹软大厦） A6 层 2025 年第一次临时股东大会会议材料 目 录 | 2025 年第一次临时股东大会会议议程 | 3 | | --- | --- | | 2025 年第一次临时股东大会会议须知 | 5 | | 议案一：关于取消监事会、修订《公司章程》并办理工商变更登记的议案 | ... 8 | | 议案二：关于制定、修订公司部分治理制度的议案 | 10 | | 议案三：关于制定《未来三年（2025-2027 | 年）股东回报规划》的议案 12 | | 议案四：关于续聘 2025 年度审计机构的议案 | 13 | 第 2 页 / 共 16 页 三、会议主持人：董事长 H ...

Investment Rating - The report maintains a "Buy" rating for the company [4] Core Insights - The company has shown impressive performance with a 9.39% year-on-year increase in revenue to 628 million yuan and a 60.51% increase in net profit to 142 million yuan for the first three quarters of 2025 [1] - The mobile smart terminal business generated 512 million yuan in revenue, reflecting a 5.59% growth year-on-year, while the intelligent automotive and AIoT business achieved 105 million yuan, marking a 31.43% increase [2] - The company launched a new flagship imaging technology, ArcSoftVideoDragonFusion, enhancing video quality through hardware and algorithm collaboration [2] - Progress in new business areas such as AI glasses and commercial photography is notable, with contracts signed with 5-6 AI glasses brands and over 300 major brand clients for customized services [3] Financial Projections - The company forecasts net profits of 231 million yuan, 304 million yuan, and 402 million yuan for 2025, 2026, and 2027 respectively, with corresponding EPS of 0.58 yuan, 0.76 yuan, and 1.00 yuan [4][6] - Revenue is expected to grow from 1.004 billion yuan in 2025 to 1.598 billion yuan in 2027, with annual growth rates of 23.2% and 27.6% respectively [6][12] - The projected PE ratios are 93.61, 71.26, and 53.89 for the years 2025, 2026, and 2027 [4][6]