北京国枫律师事务所 关于云从科技集团股份有限公司 2025 年第二期限制性股票激励计划首次授予事项的 法律意见书 国枫律证字[2025]AN168-2号 GRANDWAY 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街 26 号新闻大厦 7 层 郎编: 100005 电话(Tel): 010－88004488/66090088 传真(Fax): 010—66090016 北京国枫律师事务所 关于云从科技集团股份有限公司 2025 年第二期限制性股票激励计划首次授予事项的 法律意见书 致: 云从科技集团股份有限公司 根据北京国枫律师事务所(以下简称"本所")与云从科技集团股份有限公司(以 下简称"云从科技"或"公司"签署的《律师服务协议书》,本所作为云从科技集 团股份有限公司 2025 年第二期限制性股票激励计划(以下简称"本次激励计划") 的特聘专项法律顾问,已出具了《北京国枫律师事务所关于云从科技集团股份有限 公司 2025 年第二期限制性股票激励计划(草案)的法律意见书》(以下简称"《法律 意见书》")。 根据《公司法》《证券法》《管理办法》《自律监管指南》等有关法 ...

公司简称：云从科技 证券代码：688327 上海荣正企业咨询服务（集团）股份有限公司 关 于 云从科技集团股份有限公司 2025 年第二期限制性股票激励计划 首次授予相关事项 之 独立财务顾问报告 2025 年 10 月 | 目 录 | | --- | | 一、释义 | 2 | | --- | --- | | 二、声明 | 4 | | 三、基本假设 | 5 | | 四、独立财务顾问意见 | 6 | | （一）本次激励计划的审批程序 | 6 | | （二）本次实施的限制性股票激励计划与股东大会审议通过的限制性股票激励 | | | 计划差异情况 | 7 | | （三）本次激励计划符合授予条件的说明 | 7 | | （四）限制性股票的首次授予情况 | 8 | | （五）实施本次激励计划对相关年度财务状况和经营成果影响的说明 11 | | | （六）结论性意见 | 11 | | 五、备查文件及咨询方式 | 12 | | （一）备查文件 | 12 | | （二）咨询方式 | 12 | 本独立财务顾问报告中，除非文义载明，下列简称具有如下含义： | 简称 | | 释义 | | --- | --- | --- | | 云从 ...

Financial Performance - The company's operating revenue for Q3 2025 was ¥186.21 million, representing a 75.68% increase compared to ¥106.00 million in the same period last year[4]. - The total profit for the period was -¥76.68 million, an improvement from -¥154.28 million year-on-year, indicating a significant reduction in losses[4]. - The net profit attributable to shareholders was -¥79.74 million, compared to -¥152.29 million in the previous year, reflecting a similar trend of reduced losses[4]. - Total operating revenue for the first three quarters of 2025 reached ¥355,190,931.01, a significant increase from ¥226,510,204.76 in the same period of 2024, representing a growth of approximately 56.8%[21]. - The net loss for the first three quarters of 2025 was ¥311,027,524.52, compared to a net loss of ¥514,081,681.58 in 2024, indicating an improvement in financial performance[22]. - The comprehensive income total for the first three quarters of 2025 was -¥309,210,652.69, an improvement from -¥509,467,901.51 in 2024, showing a positive trend in overall financial health[22]. - The diluted earnings per share for the first three quarters of 2025 is -0.30 CNY, compared to -0.49 CNY in the same period of 2024[23]. Research and Development - Research and development expenses totaled ¥44.77 million for the quarter, a decrease of 54.68% from ¥72.58 million in the same period last year[4]. - The ratio of R&D expenses to operating revenue decreased by 69.15 percentage points to 24.04% for the quarter, down from 93.19% year-on-year[6]. - Research and development expenses for the first three quarters of 2025 were ¥162,364,845.50, down from ¥364,929,690.53 in 2024, reflecting a decrease of approximately 55.6%[21]. Assets and Liabilities - The company's total assets as of the end of the reporting period were ¥1.77 billion, a decrease of 10.68% from the previous year[6]. - The total liabilities as of September 30, 2025, amounted to ¥1,049,781,132.80, a slight decrease from ¥1,092,174,657.04 at the end of 2024[18]. - Non-current assets totaled ¥241,575,113.39 as of September 30, 2025, down from ¥277,647,346.04 at the end of 2024, indicating a decline of about 13.0%[18]. - The company's total assets were reported at ¥1,770,482,292.44 as of September 30, 2025, compared to ¥1,982,248,295.74 at the end of 2024, a decrease of approximately 10.7%[18]. - The total equity attributable to shareholders decreased to ¥949,345,783.54 as of September 30, 2025, from ¥1,117,920,154.81 at the end of 2024, reflecting a decline of about 15.1%[18]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥31.26 million, a significant recovery from -¥191.90 million in the previous year[4]. - Operating cash inflow for the first three quarters of 2025 is 563,781,283.39 CNY, an increase of 52.7% from 368,920,792.03 CNY in 2024[25]. - Net cash flow from operating activities for the first three quarters of 2025 is 31,258,581.22 CNY, a significant improvement from -191,900,731.32 CNY in 2024[25]. - Cash outflow from investing activities in the first three quarters of 2025 is 194,899,021.37 CNY, compared to 150,496,380.00 CNY in 2024, resulting in a net cash flow of -162,038,537.87 CNY[26]. - Cash inflow from financing activities for the first three quarters of 2025 is 245,520,446.56 CNY, down from 569,264,464.39 CNY in 2024[26]. - The net cash flow from financing activities in the first three quarters of 2025 is 33,606,646.40 CNY, compared to 79,630,225.66 CNY in 2024[26]. - The cash and cash equivalents at the end of the first three quarters of 2025 amount to 729,030,560.70 CNY, slightly down from 735,717,561.58 CNY in 2024[26]. - The company reported a cash inflow of 9,320,356.00 CNY from investment absorption in the first three quarters of 2025[26]. Shareholder Information - Total number of common shareholders at the end of the reporting period is 51,562[13]. - The largest shareholder, Changzhou Cloud From Information Technology Co., Ltd., holds 205,107,480 shares, representing 19.75% of total shares[13]. Other Information - The company attributed the increase in operating revenue to the significant growth in computing power construction business driven by the "AI infrastructure + AI intelligent system" dual-drive strategy[10]. - The company is actively responding to market demand and accelerating the construction and delivery of intelligent computing centers, contributing to the rapid growth of its computing power business[10]. - The company has no significant changes in the participation of major shareholders in margin trading and securities lending[15]. - There are no other important reminders regarding the company's operational situation during the reporting period[15]. - The company reported a financial expense of -¥4,221,519.44 in the first three quarters of 2025, compared to -¥15,938,574.46 in 2024, indicating a reduction in financial costs[21]. - The board of directors announced the financial results on October 27, 2025[28]. - The company has not applied new accounting standards starting from 2025[27].

Core Insights - The "Large Model Integrated Machine Industry Map" was officially released by the China Artificial Intelligence Industry Development Alliance and the China Academy of Information and Communications Technology, showcasing over 70 representative companies in the domestic large model integrated machine industry chain [1][3] - The market for large model integrated machines is experiencing rapid growth as it enters a phase of large-scale application, with nearly a hundred manufacturers launching AI integrated machine products [3][4] - CloudWalk Technology has been recognized as one of the few companies covering the entire industry chain of large model integrated machines, indicating its comprehensive capabilities in this sector [1][5] Company Developments - CloudWalk Technology launched the "Congrong Large Model Intelligent Integrated Machine" at the Kunpeng Ascend Developer Conference in May 2025, which integrates its self-developed multimodal large model with a toolchain, forming a dual-driven model of "AI infrastructure + AI intelligent agent" [4] - The company has established partnerships with various organizations, including the National Cybersecurity Base and Tianjin Port Group, to implement smart solutions in areas such as cybersecurity, smart ports, and intelligent manufacturing [4] - In the financial sector, CloudWalk Technology has secured projects with Guangzhou Bank and Chongqing Rural Commercial Bank, providing security solutions that cover over 2.5 million users [4] Industry Trends - The competition in the large model integrated machine market is shifting from hardware-only comparisons to a more integrated approach that emphasizes hardware-software collaboration, industry know-how, and ongoing service [3] - Industry experts believe that CloudWalk Technology's comprehensive layout in the large model integrated machine sector will help transition the AI industry from being merely usable to being user-friendly, thus injecting new momentum into the high-quality development of China's intelligent industry [5]

Core Insights - The "Large Model Integrated Machine Industry Map" has been officially released, showcasing over 70 representative companies in China's large model integrated machine industry chain, highlighting the ecosystem [1] - CloudWalk Technology (688327) has been included in this industry map, positioning itself as one of the few companies covering the entire industry chain of large model integrated machines [1] - The large model integrated machine market is experiencing rapid growth as large models enter a phase of large-scale application, with nearly 100 vendors launching AI integrated machine products [1] Industry Trends - The competition in the large model integrated machine market is shifting from a focus on single hardware to an ecosystem-based competition that includes software-hardware collaboration, industry know-how, and ongoing services [1] - By May 2025, CloudWalk Technology plans to launch the "Congrong Large Model Intelligent Integrated Machine," which integrates its multi-modal large model with a hardware platform, emphasizing dual-driven AI infrastructure and intelligent agents [1] Application and Partnerships - CloudWalk Technology has established partnerships with organizations such as the National Cybersecurity Base, Tianjin Port Group, China Telecom, and State Grid Shandong to implement large-scale applications in areas like smart cybersecurity, smart ports, intelligent manufacturing, and intelligent customer service [1] - The deployment of PortGPT at Tianjin Port has significantly improved cargo scheduling efficiency, showcasing a successful case of smart port construction [2] - In the financial sector, CloudWalk Technology has secured projects with Guangzhou Bank and Chongqing Rural Commercial Bank, enhancing mobile transaction security for over 2.5 million users [2] Infrastructure Development - CloudWalk Technology has built a robust digital infrastructure consisting of a "trusted data space, controllable training ground, and embodied intelligent training ground," which supports continuous innovation in the large model integrated machine field [2] - This infrastructure ensures the safe and reliable operation of large models while significantly lowering the usage threshold for industry clients [2]

Market Overview - The net outflow of main funds in the Shanghai and Shenzhen markets reached 33.733 billion yuan, with the Sci-Tech Innovation Board experiencing a net outflow of 1.968 billion yuan [1] - A total of 229 stocks saw net inflows, while 360 stocks experienced net outflows [1] Sci-Tech Innovation Board Performance - On the Sci-Tech Innovation Board, 227 stocks rose while 351 stocks fell [1] - The top three stocks with the highest net inflow were: - Semiconductor Manufacturing International Corporation (SMIC) with a net inflow of 536 million yuan - Tuojing Technology with a net inflow of 236 million yuan - Guodun Quantum with a net inflow of 152 million yuan [1][2] Continuous Fund Flow Analysis - There are 56 stocks that have seen continuous net inflows for more than three trading days, with Kangwei Century leading at 15 consecutive days of inflow [2] - Conversely, 135 stocks have experienced continuous net outflows, with Hangke Technology leading at 16 consecutive days of outflow [2] Top Fund Inflows - The top stocks by net inflow are as follows: - SMIC: 536.39 million yuan, with a flow rate of 6.67% and a price increase of 1.17% [2] - Tuojing Technology: 236.32 million yuan, with a flow rate of 9.46% and a price increase of 3.89% [2] - Guodun Quantum: 152.30 million yuan, with a flow rate of 6.51% and a price increase of 9.06% [2] Notable Outflows - The stocks with the highest net outflows include: - Haiguang Information with a net outflow of 330 million yuan and a price drop of 2.33% [1] - Huahong Semiconductor with a net outflow of 230 million yuan [1] - Dongxin Technology with a net outflow of 162 million yuan [1]

Group 1 - The company focuses on artificial intelligence algorithms, platform development, and industry solutions to assist various sectors in digital and intelligent transformation [1] - Currently, the company is not involved in the development or application of integrated circuit design tools or EDA (Electronic Design Automation) software [1]

Core Viewpoint - The core discussion at the China-Germany Intelligent Manufacturing Technology Innovation Cooperation Forum focused on "Industrial Large Models and Industrial Intelligence," highlighting the challenges of applying general AI models in industrial settings [1] Group 1: Challenges of General AI Models - General AI models often struggle in factory environments due to the need for precision, deep expertise, and real-time responsiveness, which are not adequately met by these models [1] - The lack of deep industry knowledge in general models leads to unreliable outputs, and their response speed may not keep pace with high-speed production lines, negatively impacting efficiency [1] - The cost of achieving marginal performance improvements in industrial applications can be disproportionately high, making AI solutions impractical for certain scenarios [1] Group 2: Solutions through Multi-Agent Systems - CloudWalk Technology proposes a practical solution by developing a multi-agent system that acts as a "digital expert team" to address industrial challenges [2] - The collaboration with Qingshan Industry has resulted in ten specialized intelligent agents that enhance operational efficiency by performing distinct roles while working together [2] - Key agents include a "Knowledge Management Expert" that reduces document query response time from 15 minutes to under 3 seconds, and a "Production Quality Expert" that accurately analyzes repair data to identify quality issues [2] - The intelligent agents operate within a layered social network architecture, creating a complete feedback loop that improves overall efficiency in production processes [2]

Market Overview - The net outflow of main funds in the Shanghai and Shenzhen markets reached 44.231 billion yuan, with the Sci-Tech Innovation Board experiencing a net outflow of 290 million yuan [1] - A total of 251 stocks saw net inflows, while 338 stocks experienced net outflows [1] Sci-Tech Innovation Board Performance - On the Sci-Tech Innovation Board, 156 stocks rose, with one stock, Silin Jie, hitting the daily limit, while 423 stocks declined [1] - The top three stocks with the highest net inflow of main funds were Haiguang Information (net inflow of 642 million yuan), Dingtong Technology (228.6018 million yuan), and Hanwujing-U (198.2726 million yuan) [2] Continuous Fund Flow Analysis - There are 58 stocks with continuous net inflows for more than three trading days, with Kangwei Century leading at 14 consecutive days of inflow [2] - Conversely, 143 stocks experienced continuous net outflows, with Hangke Technology leading at 15 consecutive days of outflow [2] Key Stocks with Significant Fund Flows - The top stocks by net inflow include: - Haiguang Information: 64.192 million yuan, 7.43% inflow rate, 2.06% increase [2] - Dingtong Technology: 22.860 million yuan, 16.22% inflow rate, 1.24% increase [2] - Hanwujing-U: 19.827 million yuan, 1.00% inflow rate, 4.42% increase [2] - The stocks with the highest net outflows include: - Huahong Company: 31.8 million yuan outflow, 1.59% decrease [1] - Yuanjie Technology: 30.3 million yuan outflow [1] - Kingsoft Office: 15.9 million yuan outflow [1]

Core Viewpoint - The company conducted a self-examination regarding insider trading related to its 2025 Second Phase Restricted Stock Incentive Plan, confirming that no insider trading occurred during the specified period [1][3][4]. Group 1: Insider Trading Self-Examination - The company reviewed the trading activities of insider information recipients during the six months prior to the public disclosure of the incentive plan, from March 29, 2025, to September 28, 2025 [2]. - The examination confirmed that no insider information recipients bought or sold the company's stock in the secondary market during the self-examination period [3]. Group 2: Compliance and Conclusion - The company adhered to relevant regulations and internal confidentiality protocols during the planning of the incentive plan, ensuring that only authorized personnel had access to insider information [4]. - The self-examination concluded that there were no instances of insider trading or information leakage related to the 2025 Second Phase Restricted Stock Incentive Plan [4].