北京济和律师事务所 关于永信至诚科技集团股份有限公司 2025 年第一次临时股东大会的 法律意见书 中国·北京市朝阳区建国路 93 号院 9 号楼 10 层 1001 邮编：100022 电话：(8610)85852727 http://www.jihelaw.com 北京济和律师事务所 关于永信至诚科技集团股份有限公司 2025 年第一次临时股东大会的法律意见书 济意字（2025）第 0911 号 致：永信至诚科技集团股份有限公司 北京济和律师事务所（以下简称"本所"）接受永信至诚科技集团股份有限 公司（以下简称"公司"）委托，指派本所王文肖律师、乔颖茜律师（以下简称 "本所律师"）出席并见证公司 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》"）、《上市公司股东大会规则》（以 下简称"《股东大会规则》"）、《律师事务所从事证券法律业务管理办法》（以 下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业规则 （试行）》（以下简称"《证券法律业务执业规则》"）等法律、法规和规 ...

证券代码：688244 证券简称：永信至诚 永信至诚科技集团股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 9 月 | | | 永信至诚科技集团股份有限公司 2025 年第一次临时股东大会会议须知 三、为及时确认出席大会的股东、股东代理人所持有的股份总数，登记出席 大会的股东、股东代理人应在大会召开前 30 分钟办理签到手续，领取会议资料， 并请携带身份证明、股东账户卡、授权委托书等证件资料原件，方便验证入场。 四、未按要求办理参会登记、现场签到股东、股东代理人，无权参与现场投 票表决。 五、为保证大会的秩序，除出席大会的股东、股东代理人、公司董事、监事、 高级管理人员、公司聘请的律师及公司董事会邀请的人员外，公司有权拒绝其他 人员入场参会。 六、参加大会的股东、股东代理人依法享有发言权、质询权、表决权等权利。 七、要求发言的股东、股东代理人，应在参会登记时登记说明，大会主持人 将按照登记记录名单及顺序安排发言。发言应围绕议题、简明扼要，原则上每次 发言不超过 5 分钟。股东要求发言时，不能打断其他股东的发言或会议报告人的 报告。进行表决时，股东、股东代理人不再进行发言。 1 八、大会主持 ...

Group 1 - The core business of Yongxin Zhicheng focuses on technology innovation in the cybersecurity sector, with main revenue sources being digital wind tunnel operations (50.03%), network range products (42.01%), and security protection (7.96%) [1] - As of September 5, Yongxin Zhicheng's financing balance reached 118 million yuan, accounting for 6.57% of its market capitalization, indicating a high level of financing activity [1] - The company reported a significant decrease in revenue for the first half of 2025, with total revenue of 85.28 million yuan, down 14.86% year-on-year, and a net profit loss of 42.05 million yuan, a decrease of 127.72% [2] Group 2 - As of June 30, 2025, the number of shareholders for Yongxin Zhicheng increased to 6,069, up 59.08% from the previous period, while the average circulating shares per person decreased by 7.40% to 12,010 shares [2] - Since its A-share listing, Yongxin Zhicheng has distributed a total of 36.03 million yuan in dividends [3] - Among the top ten circulating shareholders, Bosera Military Industry Theme Stock A increased its holdings by 1.99 million shares, while Bosera New Growth Mixed Fund also saw an increase of 307,100 shares [3]

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting it to outperform the benchmark index by over 20% in the next six months [2][19]. Core Views - The company reported a revenue of 0.85 billion yuan for the first half of 2025, a year-on-year decline of 14.86%. The net profit attributable to shareholders was a loss of 0.42 billion yuan, compared to a loss of 0.18 billion yuan in the same period last year [2]. - The company is accelerating the promotion of its digital wind tunnel and building an AI "native security" system [2]. - Despite short-term revenue pressure, the company continues to increase its R&D investment, with R&D expenses reaching 47.44 million yuan in the first half of 2025, a year-on-year increase of 2.05% [2][9]. Financial Summary - Revenue projections for 2025-2027 are adjusted to 4.26 billion yuan, 5.18 billion yuan, and 6.27 billion yuan, respectively [2][10]. - The net profit attributable to shareholders is projected to be 0.36 billion yuan, 0.65 billion yuan, and 1.00 billion yuan for 2025-2027 [2][10]. - The company’s price-to-earnings ratio (P/E) is expected to decrease from 469 in 2024 to 40 in 2027, indicating improved profitability over time [10]. Market Position and Strategy - The company is expanding its digital wind tunnel product system into various fields, including digital government testing, data security testing, and industrial internet security testing [9]. - The company is also focusing on AI safety, developing a comprehensive AI "native security" capability system to ensure the health and safety of AI models across multiple dimensions [9].

Core Viewpoint - The financial performance of Yongxin Zhicheng (688244) for the first half of 2025 shows significant declines in revenue and net profit, indicating challenges in the current economic environment and operational efficiency [1][5]. Financial Performance - Total revenue for the first half of 2025 was 85.28 million yuan, a decrease of 14.86% year-on-year [1]. - The net profit attributable to shareholders was -42.05 million yuan, down 127.72% compared to the previous year [1]. - The gross margin was 51.51%, a decline of 6.51% year-on-year, while the net margin was -49.94%, a drop of 162.64% [1]. - The total of selling, administrative, and financial expenses reached 46.70 million yuan, accounting for 54.76% of revenue, an increase of 26.15% year-on-year [1]. - The company reported a significant increase in accounts receivable, which reached 3891.19% of the latest annual net profit [1][2]. Business Model and Strategy - The company relies heavily on research and marketing to drive its business performance, with a focus on enhancing core technology and competitiveness through talent acquisition and R&D investment [2][5]. - The "Digital Wind Tunnel" product system has shown growth, achieving revenue of 42.67 million yuan, a year-on-year increase of 13.49% [5][9]. - The company has established a subsidiary focused on AI and is actively developing products in this field, including the "Yuanfang" native security model [7][8]. Market Conditions and Future Outlook - The company faces challenges due to reduced budgets from key clients, leading to delays in project signings and deliveries [5][6]. - Despite current difficulties, the long-term outlook for the cybersecurity industry remains positive, with increasing demand for substantial compliance solutions [10]. - The company plans to enhance its market presence in emerging sectors such as AI, low-altitude economy, and intelligent driving, aiming for commercial viability in these areas [9][10].

永信至诚科技集团股份有限公司 本公司监事会及全体监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。 一、监事会会议召开情况 永信至诚科技集团股份有限公司（以下简称"公司"）第四届监事会第五次 会议于 2025 年 8 月 28 日在公司会议室以现场结合通讯方式召开。会议通知于 名，实际出席监事 5 名。本次会议由监事会主席任金凯召集并主持，公司董事 会秘书列席了会议。本次会议的召集与召开符合《中华人民共和国公司法》和 《永信至诚科技集团股份有限公司章程》（以下简称"《公司章程》"）及有关法 律、法规的规定，会议决议合法有效。 证券代码：688244 证券简称：永信至诚 公告编号：2025-027 二、监事会会议审议情况 全体监事以投票表决方式通过了以下议案： （一）审议通过《关于公司<2025年半年度报告>及其摘要的议案》 公司《2025年半年度报告》及其摘要的编制和审议程序符合相关法律法规 及《公司章程》等相关规定，公允地反映了公司2025年半年度的财务状况和经 营成果；在编制过程中，未发现公司参与半年度报告编制和审议的人员有违反 保密规定的 ...

Meeting Information - The shareholders' meeting is scheduled for September 15, 2025 [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's voting system [1][4] - Online voting will be available from 9:15 AM to 3:00 PM on the day of the meeting [1][4] Voting Procedures - Shareholders can vote via the trading system or the internet voting platform [3][5] - Votes exceeding the number of shares held will be considered invalid [3] - The meeting will adopt a cumulative voting system for the election of directors and supervisors [5][14] Attendance and Registration - Only shareholders registered by the close of trading on September 10, 2025, are eligible to attend [5] - Proxy representatives can attend the meeting but must provide necessary documentation [5][12] Additional Information - The meeting is expected to last half a day, with attendees responsible for their own travel and accommodation costs [6] - Attendees should arrive at least 30 minutes early for registration [6]

Core Viewpoint - The company reported a significant increase in R&D investment and continued to explore new applications in emerging fields, despite a net loss in profit for the first half of 2025 [1][2]. Financial Performance - The company achieved operating revenue of 85.28 million yuan and a net profit attributable to shareholders of -42.05 million yuan during the reporting period [1]. - R&D investment reached 47.44 million yuan, representing a year-on-year growth of 2.05%, with R&D expenses accounting for 55.64% of operating revenue, an increase of 9.22 percentage points year-on-year [1]. Business Development - The company accelerated its exploration and application of testing and evaluation services in AI, low-altitude economy, and satellite applications, with its "digital wind tunnel" product system gaining market recognition [1]. - The "digital wind tunnel" innovation track generated operating revenue of 42.67 million yuan, reflecting a year-on-year growth of 13.49% [1]. Product Innovation - The company launched the "Yuanfang" series of products and solutions, featuring a large model integrated machine with "native security" attributes, and introduced its first AI education product, the "Yuanfang-AI Teaching Training Platform" [2]. - The "Yuanfang" native security large model integrated machine has supported multiple industries in implementing AI engineering capabilities and has passed Huawei's Kunpeng development technology certification [2]. Strategic Partnerships - The company established a strategic partnership with Haiguang Information to jointly promote the safe and reliable implementation of AI applications based on Haiguang's CPU and DCU dual-chip technology [2]. Service Expansion - The company has built engineering facilities for AI large model digital health assessment, providing AI health and safety assessment services to numerous high-tech enterprises, state-owned enterprises, universities, and local governments [2]. - As of the end of the reporting period, the company has supported over 780 key event drills and real network testing evaluations, enhancing the overall defense capabilities across various industries [2].

Core Viewpoint - Yongxin Zhicheng Technology Group Co., Ltd. reported a revenue of 85.28 million yuan and a net loss of 42.05 million yuan for the first half of 2025, while increasing R&D investment in emerging application fields [2][3] Financial Performance - The company achieved a revenue of 85.28 million yuan, with a net loss of 42.05 million yuan during the reporting period [2] - R&D investment reached 47.44 million yuan, a year-on-year increase of 2.05%, accounting for 55.64% of total revenue, up 9.22 percentage points year-on-year [2] - Operating cash flow net outflow narrowed by 36.22% year-on-year [2] Product Development and Innovation - The company accelerated the construction of an AI "native security" capability system, launching multiple AI products [2][3] - The "Digital Wind Tunnel" product system generated revenue of 42.67 million yuan, a year-on-year growth of 13.49% [2] - The company introduced the "Yuanfang" series of products and the "Yuanfang—AI Teaching Training Platform" as part of its AI education offerings [3] Market Position and Strategy - The company maintains its leading position in the network shooting range market, holding the largest market share domestically [3][4] - The "Digital Wind Tunnel" innovation track has received market recognition, focusing on strategic goals and expanding market efforts [3] - The company has signed cooperation agreements for safety operations with various state-owned enterprises and institutions [4] Future Outlook - In the second half of 2025, the company plans to increase R&D and market development efforts in AI, embodied intelligence, low-altitude economy, intelligent driving, stablecoins, and RWA asset tokenization [4]

Core Viewpoint - The company reported a significant increase in R&D investment and revenue from its "Digital Wind Tunnel" product system, while also facing a net loss in the first half of 2025. Group 1: Financial Performance - The company achieved operating revenue of 85.28 million yuan and a net profit attributable to shareholders of -42.05 million yuan in the first half of 2025 [1] - R&D investment reached 47.44 million yuan, a year-on-year increase of 2.05%, accounting for 55.64% of operating revenue, up 9.22 percentage points year-on-year [1] - Operating cash flow net outflow narrowed by 36.22% year-on-year [1] Group 2: Product Development and Innovation - The company accelerated the construction of an AI "native security" capability system, launching multiple AI products to promote the safe application of AI [2] - The "Digital Wind Tunnel" product system generated revenue of 42.67 million yuan, a year-on-year increase of 13.49% [4] - The company introduced the "Yuanfang" series of products and solutions, which feature "native security" attributes and have been certified for compatibility with Huawei's Kunpeng 920 processor [2] Group 3: Market Position and Strategic Initiatives - The company maintains a leading position in the network range and talent development sectors, with a market share that remains the highest in the industry [5] - The company has won awards for its innovations in network security and has been involved in the construction of large-scale network range projects [5] - The company plans to continue expanding its product development and market efforts in emerging application scenarios such as AI, low-altitude economy, and intelligent driving [6]