北京市竞天公诚律师事务所 关于分众传媒信息技术股份有限公司 2025 年第一次临时股东会的 法律意见书 中国 北京 二○二五年五月二十一日 中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话: (86-10) 5809-1000 传真: (86-10) 5809-1100 北京市竞天公诚律师事务所 关于分众传媒信息技术股份有限公司 2025 年第一次临时股东会的法律意见书 致：分众传媒信息技术股份有限公司 北京市竞天公诚律师事务所（以下简称"本所"）受分众传媒信息技术股份 有限公司（以下简称"公司"）的委托，根据和参照《中华人民共和国公司法》 （以下称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"） 和中国证券监督管理委员会发布的《上市公司股东会规则》（以下简称"《规则》"） 等有关规定，就公司召开的 2025 年第一次临时股东会（以下简称"本次股东会"） 的有关事宜，出具本法律意见书。 为了出具本法律意见书，本所审查了公司提供的有关本次股东会的如下文 件的原件或复印件： 1、现场出席本次股东会的有关股东、股东授权代表、董事、监事及其他有 关人员 ...

证券代码：002027 证券简称：分众传媒 公告编号：2025-034 分众传媒信息技术股份有限公司 2025 年第一次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，简明清晰， 通俗易懂，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东会无增加、变更、否决提案的情况； 2、本次股东会未出现涉及变更前次股东会决议的情形。 一、会议召开和出席情况 分众传媒信息技术股份有限公司（以下简称"公司"）2025 年第一次临时股 东会于 2025 年 4 月 26 日发出通知，并于 2025 年 5 月 21 日采取现场与网络相 结合的方式召开。其中，现场会议于 2025 年 5 月 21 日（星期三）下午 14:30 在 上海市长宁区江苏路 369 号兆丰世贸大厦 28 层公司一号会议室召开；2025 年 5 月 21 日上午 9:15-9:25，9:30-11:30 和下午 13:00-15:00 通过深圳证券交易所交易 系统进行网络投票；2025 年 5 月 21 日 9:15-15:00 期间的任意时间通过深圳证券 交易所互联网投票系统进行网络投票。会议由公司董事会召集 ...

分众传媒信息技术股份有限公司 第九届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，简明清 晰，通俗易懂，没有虚假记载、误导性陈述或重大遗漏。 分众传媒信息技术股份有限公司（以下简称"分众传媒""公司"）第九届 董事会第一次会议于 2025 年 5 月 21 日以现场结合通讯方式召开，公司已于 2025 年 5 月 11 日以电话方式发出本次董事会会议通知。会议应到董事 7 名，实到 7 名。本次会议由江南春(JIANG NANCHUN)主持，公司高级管理人员列席会议， 本次会议的召开符合《公司法》及《公司章程》的有关规定。 本次会议经逐项审议，通过如下议案： 一、会议以 7 票同意，0 票反对，0 票弃权，审议通过《公司关于选举第九 届董事会董事长及副董事长的议案》，同意选举江南春(JIANG NANCHUN)先生 为公司第九届董事会董事长，选举孔微微女士为公司第九届董事会副董事长。 二、会议以 7 票同意，0 票反对，0 票弃权，审议通过《公司关于第九届董 事会专门委员会人员组成的议案》，同意第九届董事会各专门委员会的人员组成， 具体如下： 1、战略与可持续发展委员会（ ...

Investment Rating - The report maintains a positive outlook on certain sectors, particularly focusing on undervalued stocks and sectors that have shown resilience despite market fluctuations [1][11]. Core Insights - The report emphasizes the importance of monitoring quarterly changes in overseas assets, particularly in light of the ongoing US-China trade negotiations and the impact of tariffs on Chinese assets [1][11]. - It suggests that the difficulty in identifying undervalued stocks is increasing as the declines in overseas Chinese assets are being filled [1][11]. - The report highlights specific sectors and companies to watch, including Chinese concept stocks in the US, internet assets in Hong Kong, and consumer goods companies preparing for IPOs [1][11]. Summary by Sections 1. Current Perspectives - The report stresses the need to focus on quarterly changes in overseas assets and the implications of US-China tariff negotiations [1][11]. 2. Industry Tracking 2.1 Consumer & Internet - **Education**: The Chinese education index rose by 2.80%, outperforming major indices, with notable gains from companies like Gaotu and Youdao [10][21]. - **Luxury Goods**: The report notes mixed performance among luxury goods companies, with Richemont showing resilience in high-end jewelry despite macroeconomic fluctuations [24][28]. - **Coffee & Beverage**: The coffee and tea segment remains a key focus for delivery platforms, benefiting from subsidies [11][30]. - **E-commerce**: JD and Alibaba reported strong earnings, with JD's retail business performing particularly well [11][40]. 2.2 Platforms & Technology - **Streaming Platforms**: Tencent Music and NetEase Cloud Music reported strong earnings, with Tencent Music's revenue exceeding expectations [41][46]. - **Virtual Assets & Internet Brokers**: The global cryptocurrency market saw a slight increase, with Bitcoin and Ethereum prices rising [48][49]. 2.3 Media - The report highlights the recent changes in regulations regarding major asset restructuring, which may accelerate the pace of mergers and acquisitions in the media sector [11][28].

Investment Rating - The report maintains an "Outperform" rating for the media industry [5] Core Insights - The media industry is experiencing a significant rebound in fund preference and fundamentals in Q1 2025, with a notable increase in the allocation towards gaming and other segments [1][12] - The overall revenue for the media industry in 2024 is projected to be 508.1 billion yuan, with a slight year-on-year decline in net profit due to various pressures [2][27] - The gaming sector is witnessing high growth, with revenues reaching 934.34 billion yuan in 2024 and 267.19 billion yuan in Q1 2025, driven by new game launches and improved market conditions [3][36] - The film and cinema sector is benefiting from strong content supply during the Spring Festival, leading to a significant increase in revenue and profitability in Q1 2025 [4][21] - The advertising and marketing sector is under pressure from macroeconomic conditions, but there are signs of recovery as competition improves among leading companies [7][24] Summary by Sections Media Industry Overview - In Q1 2025, the media industry saw a fund holding increase of 12.52% year-on-year, with a fund holding ratio of 2.85% [11][12] - The media sector's heavy stock market value accounted for 1.04%, reflecting a 0.23 percentage point increase [1][12] - The overall low allocation ratio for the media industry decreased to 0.52%, indicating a growing preference for the sector [1][12] Gaming Sector - The gaming sector achieved revenues of 934.34 billion yuan in 2024 and 267.19 billion yuan in Q1 2025, with year-on-year growth rates of 7.74% and 21.93% respectively [3][36] - The adjusted net profit for the gaming sector in Q1 2025 was 35.04 billion yuan, marking a 47% increase year-on-year [3][41] - The sector's profit margin improved to 13.11%, reflecting a 2.25 percentage point increase [3][41] Film and Cinema Sector - The film and cinema sector generated revenues of 357.33 billion yuan in 2024 and 141.15 billion yuan in Q1 2025, with a 41% year-on-year growth in Q1 2025 [4][21] - The sector's net profit in Q1 2025 was 23.68 billion yuan, a significant recovery from a loss in the previous year [4][21] - The Spring Festival box office reached a record high of 95.10 billion yuan, driven by popular films [4][21] Advertising and Marketing Sector - The advertising sector reported revenues of 429.35 billion yuan in 2024, with a slight year-on-year decline of 5.16% [7][24] - The adjusted net profit for the advertising sector in Q1 2025 was 16.01 billion yuan, reflecting a 10.24% increase year-on-year [7][24] - The sector is expected to recover as competition among leading companies improves [7][24] Publishing Sector - The publishing sector's revenue is under pressure, but the effective tax rate has significantly decreased, leading to a recovery in net profit in Q1 2025 [27][28] - The overall revenue for the publishing sector is projected to remain stable, with a focus on maintaining quality content supply [27][28]

Investment Rating - The report maintains an "Outperform" rating for the media industry, indicating a projected increase of over 10% relative to the market in the next six months [5][46]. Core Insights - The SW media industry index rose by 6.37% in Q1 2025, with high capital activity and a valuation (PE-TTM) that has adjusted, outperforming the average level of the past seven years [2][13]. - The fund's heavy allocation in the media industry remains low, with the gaming and advertising sectors being the focal points of market attention, maintaining an overweight position [3][4]. - The top ten heavy stocks in the media sector are dominated by gaming companies, reflecting high market interest, with notable performance from Light Media, which saw a stock price increase of 123.83% [3][26]. Summary by Sections 1. Capital Activity and Valuation - The SW media industry index closed at 671.01 points on March 31, 2025, up from 630.85 points at the beginning of the quarter, with an average daily trading volume of 58.085 billion yuan [13]. - As of May 8, 2025, the PE-TTM for the SW media industry was 27.39 times, a 5.37% increase compared to the seven-year average [15]. 2. Fund Heavy Allocation and Concentration - The allocation ratio for the SW media industry in Q1 2025 was 1.71%, with a fund heavy allocation ratio of 1.04%, indicating a low allocation level [17][20]. - The number of heavy allocation stocks accounted for 51.15% of the total, ranking 13th among all industries, showing a slight decrease in concentration [23]. - The gaming sector occupied six of the top ten heavy stocks, with significant market attention [26]. 3. Investment Recommendations - The report suggests focusing on leading companies in the gaming and advertising sectors, particularly those with rich game license reserves and AI application layouts [43].

Group 1: Industry Overview - The media sector showed signs of recovery in April 2025, outperforming the market with a decline of 2.23%, which was 0.78 percentage points better than the CSI 300 index, ranking 14th among 31 industries [2][11][4] - In Q1 2025, the A-share media sector achieved a total revenue of 1258.53 billion yuan and a net profit of 110.77 billion yuan, representing year-on-year growth of 5.59% and 28.63% respectively, indicating a significant improvement after four consecutive quarters of decline [28][23][24] Group 2: Gaming Sector - The gaming market experienced double-digit revenue growth in the first quarter of 2025, with actual sales revenue reaching 857.04 billion yuan, a year-on-year increase of 17.99%, and mobile gaming revenue at 636.26 billion yuan, up 20.29% [54][55] - In April 2025, 118 domestic games and 9 imported games were approved, with a total of 510 game licenses issued from January to April, marking a 7.6% year-on-year increase [46][47] Group 3: Film and Television Sector - The film market faced challenges in April 2025, with total box office revenue of 11.97 billion yuan, down 46.5% year-on-year, indicating a lack of new releases with box office appeal [68][73] - In the television sector, the top 10 online dramas in April included "无忧渡" with 865 million views, leading the rankings, while Mango TV continued to dominate the variety show market with a market share of 16.09% for "乘风2025" [91][92] Group 4: AI Applications - The AI sector is rapidly advancing, with Google launching the Agent2Agent (A2A) protocol, which allows AI agents to communicate and collaborate effectively [106][99] - ByteDance introduced a universal AI agent platform called "扣子空间," designed for task collaboration and intelligent execution, showcasing its potential in enterprise applications [107][109]

Investment Rating - The report maintains an "Outperform" rating for the media and internet sector [5][40]. Core Viewpoints - The media sector has shown an upward trend with a 1.39% increase, although it underperformed compared to the CSI 300 (2.00%) and the ChiNext Index (3.27%) [12][14]. - Key companies such as ByteDance, Meta, and Tencent are making significant advancements in AI applications, which are expected to drive future growth in the sector [2][4][37]. - The report highlights the potential for recovery in the film industry, driven by the upcoming holiday seasons and improved supply [38]. Summary by Sections Industry Performance - The media sector's performance for the week (May 3 - May 9) was an increase of 1.39%, ranking 22nd among all sectors [12][14]. - Notable gainers included Baotong Technology (+25%), ST Zhongqingbao (+10%), and ST Huawen (+9%), while ST Tianze (-9%) and Wanda Film (-5%) were among the biggest losers [12][13]. Key Company Developments - ByteDance has open-sourced its deep research framework, DeerFlow, integrating language models with various tools for automated research and content creation [2][17]. - Meta's AI research team has released five significant breakthroughs in AI perception, marking a major advancement in the field [2][18]. - Tencent has optimized its DeepSeek communication framework, achieving performance improvements of 100% in RoCE network environments and 30% in IB network environments [2][19]. Box Office and Content Performance - The box office for the week (May 5 - May 11) reached 332 million yuan, with "Nezha: The Devil's Child" leading at 90 million yuan (27.2% market share) [3][21]. - Upcoming holiday seasons are expected to boost box office performance, with a focus on the Dragon Boat Festival and summer releases [4][38]. Investment Recommendations - The report suggests a positive outlook for AI applications and IP trends, recommending companies like Pop Mart and others in the IP and gaming sectors [4][38]. - It emphasizes the importance of the film industry recovery, recommending channels like Wanda Film and content producers like Light Media [4][38]. - The report also highlights the potential for advertising growth as the economy improves, suggesting investments in companies like Focus Media and Mango TV [4][38].

Core Insights - The acquisition of New Trend Media by Focus Media for 8.3 billion yuan highlights a significant shift in the advertising landscape, where traditional advertising methods like elevator ads are gaining traction despite the dominance of internet advertising [1][27] - Focus Media's strategy emphasizes the importance of brand awareness and consumer memory, contrasting sharply with the short-term focus of internet advertising [9][30] Group 1: Advertising Landscape - Focus Media's acquisition of New Trend Media is a bold move in a market where traditional advertising is often seen as declining [1] - The elevator advertising sector has attracted significant investment from major Chinese brands, indicating a resurgence in traditional advertising methods [1][19] - The effectiveness of elevator ads lies in their ability to create brand recognition through repeated exposure, which is a different approach compared to the immediate conversion focus of internet ads [5][7] Group 2: Marketing Strategies - Elevator advertising operates on the principle of repetition, embedding brand messages into consumers' minds over time, which reduces decision-making costs when purchasing [5][25] - In contrast, internet advertising often leads to "marketing myopia," where brands focus on immediate metrics like click-through rates and ROI, neglecting long-term brand retention [7][9] - Brands that rely solely on internet advertising risk losing consumer loyalty once promotional offers end, highlighting the need for a more sustainable marketing approach [11][30] Group 3: Consumer Behavior - The current advertising environment is characterized by a shift from short-term gains to long-term brand building, as evidenced by the success of brands like Yuanqi Forest, which effectively utilized elevator ads to establish a strong market presence [20][24] - The concept of "public memory" created by elevator ads allows brands to become part of everyday conversations, enhancing their visibility and relevance in consumers' lives [16][22] - The "four high" advantages of elevator advertising—high reach, high attention, high frequency, and high completion rates—make it a powerful tool for brands in a fragmented media landscape [25][24] Group 4: Future Trends - The advertising industry is moving towards a "consensus marketing" approach, where building collective brand recognition is prioritized over mere traffic generation [27][30] - As the effectiveness of traditional internet advertising diminishes, brands that focus on establishing a strong presence in consumers' daily lives will thrive in the evolving market [31][30]

Electronic Sector - TSMC's April revenue exceeded expectations, reaching NT$349.6 billion, with a month-on-month growth of 22.2% and a year-on-year growth of 48.1%, marking a historical monthly high [1] - Cumulative revenue for January to April was NT$1,188.8 billion, a year-on-year increase of 43.5%, also a record for the same period [1] - The growth is driven by AI demand and preemptive stocking by clients concerned about tariff impacts [1] - The electronic sector's Q1 2025 revenue was NT$839.2 billion, a year-on-year increase of 17.6%, with net profit of NT$35.5 billion, up 31.2% [1] - The semiconductor materials sector showed strong performance, benefiting from increased wafer fab utilization and accelerated domestic substitution [1] Communication Sector - Leading optical module companies reported Q1 performance exceeding expectations, with revenue and profit both achieving high growth [2] - The market demand for optical modules is expected to further release due to positive signals from policy and ongoing high capital expenditures from cloud vendors [2] - Major cloud companies' capital expenditures increased significantly, with Microsoft, Meta, Google, and Amazon's spending rising 69% to US$70.6 billion [2] Computer Sector - Google DeepMind released an updated version of Gemini 2.5 Pro, enhancing programming capabilities, allowing users to generate complete web applications and games from a single prompt [3] - The AI industry chain is expected to maintain high prosperity, with strong growth in sectors like intelligent driving and software outsourcing [3] - The impact of tariff policies on computer companies' fundamentals is minimal, with domestic substitution and self-control sectors likely to benefit [3] Media and Internet Sector - Continuous tracking of AI application landing situations is recommended, with a focus on companies with upward marginal fundamentals and M&A themes [4] - The digital media sector has shown strong performance recently, while the film and television sector is expected to decline due to the off-season [4] - Companies like Tencent and Kuaishou are advancing in AI-generated content, indicating a growing potential for AI applications in media [4]