广东遥望科技集团股份有限公司 2025 年第四次临时股东会的法律意见书 广东南天明律师事务所 关于广东遥望科技集团股份有限公司 本律师根据相关法律法规和规范性文件的要求，按照律师行业公认的业务标 准、道德规范和勤勉尽责精神，出具法律意见如下： 一、关于本次股东会的召集、召开程序和召集人资格 （一）本次股东会由董事会召集。2025年11月12日，贵公司召开了第六届董 事会第九次会议，决定于2025年11月28日召开2025年第四次临时股东会。2025 年11月13日，贵公司在《证券时报》《上海证券报》和巨潮资讯网上刊登了该次 董事会决议和《关于召开2025年第四次临时股东会的通知》。 上述会议通知中载明了本次股东会的会议召集人、召开时间、地点、股权登 记日、会议议题、出席对象、与会方式等事项。 2025年第四次临时股东会的法律意见书 致：广东遥望科技集团股份有限公司 根据《公司法》《证券法》和中国证监会《上市公司股东会规则》等法律法 规和规范性文件以及《公司章程》的规定，本所受贵公司董事会的委托，指派本 律师出席贵公司2025年第四次临时股东会，并就本次股东会的召集、召开程序、 出席会议人员资格、召集人资格、表 ...

证券代码：002291 证券简称：遥望科技 公告编号：2025-093 广东遥望科技集团股份有限公司 2025 年第四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，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东会无否决提案的情况； 2.本次股东会无变更前次股东会决议。 一、会议召开和出席情况 （1）现场会议召开时间：2025年11月28日下午14:30 （2）网络投票时间：2025年11月28日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年11 月28日上午9:15—9:25，9:30—11:30，下午13:00—15:00；通过深圳证券交易 所互联网投票系统投票的具体时间为：2025年11月28日9:15—15:00期间的任意 时间。 2.现场会议召开地点：广东省佛山市南海区桂城街道庆安路2号A幢A101室 -A105公司会议室 3.会议召集人：公司董事会 4.会议方式：本次股东会采取现场表决与网络投票相结合的方式。 5.会议主持：本次会议由副董事长李刚先生主持。 6.会议出席情况：参加本次股东会的股东及股东代理人499人，代表股份 ...

Market Overview - The advertising and marketing sector experienced a decline of 0.32% on November 28, with Xinhua leading the drop [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Individual Stock Performance - Xinhua (002264) saw a significant drop of 10.01%, closing at 9.53, with a trading volume of 2.4173 million shares and a transaction value of 2.389 billion [1] - Other notable declines included Yidian Tianxia (301171) down 5.59% to 42.02, and Yaowang Technology (002291) down 4.39% to 7.40 [1] Capital Flow Analysis - The advertising and marketing sector experienced a net outflow of 1.491 billion from institutional investors, while retail investors saw a net inflow of 907 million [3] - Notable stocks with significant capital movements included Tianxia Xiu (600556) with a net inflow of 14.5 million from institutional investors, and Fuyuan International (300612) with a net outflow of 56.979 million from retail investors [3]

Market Overview - The A-share market ended November with a cumulative decline of 1.67%, marking the end of a six-month upward trend after reaching a ten-year high mid-month [1] - On November 28, all major A-share indices closed in the green, with the Shanghai Composite Index at 3888.60, up 0.34% [2] Sector Performance - The Fujian sector showed significant activity, with stocks like Haixia Innovation rising over 16% and several others hitting the daily limit [3] - The Hainan sector also rebounded, with Hainan Ruize achieving three consecutive daily limits and Shennong Agriculture and Hainan Rubber both rising over 8% [5] - Lithium mining stocks experienced a strong rebound, with major players like Dazhong Mining and Shengxin Lithium Energy seeing gains of over 7% and 6%, respectively [6][7] Stock Specifics - The Two Straits Integration Index increased by 5.41%, with notable performers including Haixia Innovation (16.05), Pingtan Development (10.73), and Fujian Cement (7.49) [4] - In the lithium sector, Dazhong Mining (31.47), Shengxin Lithium Energy (35.26), and Yahua Group (22.59) were highlighted for their performance [7] Declines and Adjustments - Banking stocks collectively adjusted, with Postal Savings Bank down nearly 2% and others like Bank of China and CITIC Bank falling over 1% [9] - The pharmaceutical sector faced a pullback, with stocks like Guangji Pharmaceutical and Zhongsheng Pharmaceutical hitting the daily limit down, and Yue Wannianqing dropping over 10% [9] - AI application stocks also struggled, with companies like Yaowang Technology and Yidian Tianxia declining over 4% [9]

Core Insights - The effectiveness of live streaming in driving sales during overseas promotional events has been preliminarily validated, particularly during Black Friday [4][6][10] Group 1: Live Streaming Impact - Live streaming has significantly boosted sales during this year's overseas promotional season, with notable success for brands like Pop Mart in the UK, where sales surged by 1500% year-on-year in October [4][6] - The collaboration between AliExpress and UK influencers for Pop Mart's live streaming event resulted in rapid sell-outs of products within just two hours [3][4] - The live streaming event by Youmeng Technology in North America exceeded expectations, achieving a GMV of $630,000 in 12 hours, surpassing the initial target of $500,000 [4][8] Group 2: Market Trends and Brand Opportunities - Chinese brands are leveraging content platforms like TikTok to expand overseas, with significant potential in the US and European markets [5][10] - The UK retail brand Marks & Spencer has entered TikTok Shop, indicating a growing trend among foreign brands to engage in live streaming and content-driven e-commerce [6][10] - The overseas live streaming market is still in its early stages, but the integration of content and e-commerce is gaining traction, especially during major promotional events [6][9] Group 3: Market Maturity and Growth - Compared to last year's Black Friday, this year's live streaming efforts have shown marked improvement in terms of the number of live sessions and partnerships with influencers [7][8] - The number of influencers collaborating with Youmeng Technology has nearly doubled, indicating a growing influencer network in the North American market [8] - The increasing acceptance of live streaming as a commercial model among brands is attributed to market education and platform policies [8][9] Group 4: Consumer Behavior and Engagement - A significant portion of Gen Z and Millennials utilize platforms like TikTok for gift inspiration, with 43% of US Gen Z consumers shopping directly through TikTok Shop [9][10] - The third quarter GMV for TikTok Shop reached $19 billion, with US consumers contributing $4 to $4.5 billion, highlighting the platform's growing market presence [10] - The competitive landscape in the US live streaming market favors Chinese players, who possess advantages in supply chain and content marketing strategies [10]

Group 1 - The stock of Yaowang Technology experienced a decline of 8.29% with a turnover rate of 33.98% and a trading volume of 2.454 billion yuan, showing a price fluctuation of 20.36% throughout the day [2] - Institutional investors net sold 67.9932 million yuan, while the Shenzhen Stock Connect recorded a net sell of 24.0813 million yuan, with total net selling from brokerage seats amounting to 27.2280 million yuan [2] - The top five trading departments accounted for a total transaction of 437 million yuan, with a buying amount of 159 million yuan and a selling amount of 278 million yuan, resulting in a net sell of 11.9 million yuan [2] Group 2 - As of November 26, the margin trading balance for the stock was 533 million yuan, with a financing balance of 532 million yuan and a securities lending balance of 706,400 yuan [3] - Over the past five days, the financing balance increased by 80.3024 million yuan, representing a growth of 17.78%, while the securities lending balance rose by 12,750 yuan, marking an increase of 22.03% [3] - On November 27, the top buying and selling departments included the Shenzhen Stock Connect, which had a buying amount of 40.7289 million yuan and a selling amount of 64.8102 million yuan [3][4]

Core Insights - The advertising and marketing sector experienced a decline of 1.28% on November 27, with Yaowang Technology leading the drop [1][2] - The Shanghai Composite Index closed at 3875.26, up 0.29%, while the Shenzhen Component Index closed at 12875.19, down 0.25% [1] Stock Performance - Notable gainers in the advertising marketing sector included: - Yili Media (603598) with a closing price of 18.89, up 3.22% and a trading volume of 592,500 shares, totaling 1.146 billion yuan [1] - Jiayun Technology (300242) closed at 5.72, up 2.33% with a trading volume of 618,700 shares, totaling 351 million yuan [1] - Major decliners included: - Yaowang Technology (002291) which closed at 7.74, down 8.29% with a trading volume of 2,953,000 shares, totaling 2.454 billion yuan [2] - Xuan Ya International (300612) closed at 18.97, down 5.15% with a trading volume of 456,900 shares, totaling 888 million yuan [2] Capital Flow - The advertising marketing sector saw a net outflow of 1.875 billion yuan from institutional investors, while retail investors contributed a net inflow of 1.766 billion yuan [2][3] - Specific stock capital flows indicated: - Yili Media had a net inflow of 140 million yuan from institutional investors, while retail investors saw a net outflow of 83.44 million yuan [3] - Jiayun Technology experienced a net inflow of 62.78 million yuan from institutional investors, but a net outflow of 68.25 million yuan from retail investors [3]

Market Performance - The Xiaohongshu concept sector declined by 1.62%, ranking among the top losers in the concept sector [1] - Major stocks within the sector that experienced significant declines include BlueFocus Media (-3.11%), Yaowang Technology (-8.29%), and Xinhua Dou (-1.85%) [2][3] - Conversely, stocks that saw gains include Huicheng Technology (+4.36%), Lianjian Optoelectronics (+4.12%), and Yili Media (+3.22%) [1][3] Capital Flow - The Xiaohongshu concept sector experienced a net outflow of 2.469 billion yuan, with 42 stocks seeing net outflows and 7 stocks exceeding 100 million yuan in outflows [1] - The largest net outflow was from BlueFocus Media, totaling 733.2 million yuan, followed by Yaowang Technology with 448.5 million yuan [1] - Stocks with notable net inflows included Yili Media (145.46 million yuan), Jiayun Technology (53.776 million yuan), and Lianjian Optoelectronics (33.7456 million yuan) [1][3]

Group 1 - The core point of the article is that Yaowang Technology's stock has experienced a decline of 5.09%, with a current price of 8.01 yuan per share and a total market capitalization of 7.494 billion yuan [1] - Yaowang Technology, established on July 25, 2002, and listed on September 3, 2009, is primarily engaged in the production and sales of multi-brand mid-to-high-end fashion footwear, as well as diversified fashion products [1] - The company's main business revenue composition includes: social e-commerce 58.70%, new media advertising 32.33%, clothing and footwear 4.56%, self-owned brands and brand distribution 3.97%, and others 0.45% [1] Group 2 - Among the top circulating shareholders of Yaowang Technology, a fund under Nuoan Fund ranks as a significant stakeholder, holding 2.7025 million shares, which accounts for 0.31% of the circulating shares [2] - The Nuoan Flexible Allocation Mixed Fund (320006) has a current scale of 831 million yuan and has achieved a year-to-date return of 35.11%, ranking 1819 out of 8130 in its category [2] - The fund manager, Liu Xiaofei, has been in charge for 3 years and 17 days, with the fund's total asset scale at 909 million yuan [3]

Core Viewpoint - The data indicates significant outflows of capital from various stocks, highlighting potential concerns regarding investor sentiment and market stability [1] Group 1: Major Stocks with Capital Outflows - WuXi AppTec experienced a capital outflow of 367 million yuan [1] - Huadian Technology saw an outflow of 298 million yuan [1] - Lezhi Group had a capital outflow of 254 million yuan [1] - Inspur Information faced an outflow of 248 million yuan [1] - Yongding Holdings recorded an outflow of 245 million yuan [1] - Tianhua New Energy experienced a capital outflow of 211 million yuan [1] - Changxin Bochuang had an outflow of 198 million yuan [1] - Hainan Ruize saw an outflow of 197 million yuan [1] - Sanjiang Shopping recorded a capital outflow of 185 million yuan [1] - Yaowang Technology faced an outflow of 183 million yuan [1] - Tianji Holdings had a capital outflow of 182 million yuan [1] - CATL experienced an outflow of 159 million yuan [1] - BlueFocus Communication Group saw an outflow of 152 million yuan [1] - Industrial and Commercial Bank of China recorded a capital outflow of 151 million yuan [1] - China Film faced an outflow of 148 million yuan [1] - Vanke A experienced a capital outflow of 147 million yuan [1] - Guofeng New Materials saw an outflow of 142 million yuan [1] - Shiji Information recorded a capital outflow of 142 million yuan [1] - Meilixin faced an outflow of 135 million yuan [1] - Zhongwen Online experienced a capital outflow of 134 million yuan [1]