上海市锦天城(北京)律师事务所 关于奥飞娱乐股份有限公司 2024 年度股东大会之 上海市锦天城(北京)律师事务所 关于奥飞娱乐股份有限公司 2024 年度股东大会之 法律意见书 致:奥飞娱乐股份有限公司 上海市锦天城(北京)律师事务所(以下简称"本所")接受奥飞娱乐股份 有限公司(以下简称"公司")委托,就公司召开2024年度股东大会(以下简称 "本次股东大会")的有关事宜,根据《中华人民共和国公司法》(以下简称《公 司法》)《上市公司股东大会规则》等法律、法规、规章和其他规范性文件以及 《奥飞娱乐股份有限公司章程》(以下简称《公司章程》)的有关规定,出具本 法律意见书。 法律意见书 锦 天 城 律 师事 务 所 ALLBRIGHT LAW OFFICES 北京市 东城区 东长安街1号 东方广场C1座6层(100738) 6/F,Office Tower C1,Oriental Plaza,No.1 East Chang An Avenue,Beijing 100738,PRC Fax: +86 10 8523 0699 www.allbrightlaw.com Tel: +86 10 8523 0688 ...

Industry Overview - The Chinese educational toy industry focuses on toys designed with scientific knowledge and educational purposes, combining entertainment and interactivity [1][18] - The market size of educational toys in China is projected to grow from 33.471 billion yuan in 2020 to 67.958 billion yuan in 2024, with a compound annual growth rate (CAGR) of 19.37% [1][18] - Increased emphasis on children's comprehensive quality and creativity by parents, along with government support for science education, is driving the growth of the educational toy market [1][18] Market Dynamics - The demand for educational toys is expected to continue growing as consumers place more importance on children's education and the dissemination of scientific knowledge [1][18] - The rise in disposable income and consumer spending in China is contributing to the rapid release of market demand for educational toys [15] - The per capita disposable income in China is projected to increase from 26,000 yuan in 2017 to 41,300 yuan in 2024, with a CAGR of 6.83% [15] Industry Chain - The upstream of the educational toy industry chain includes raw materials such as plastics, metals, and electronic components [9] - The midstream involves the production and manufacturing of educational toys, while the downstream primarily focuses on the education sector, especially preschool and basic education [9][12] Key Players - Major companies in the educational toy industry include Aofei Entertainment, Gaole Co., Ltd., and Shanghai Blukoo Technology Group [1][20][22] - Aofei Entertainment reported a toy sales revenue of 1.026 billion yuan in 2024, leveraging its strengths in animation IP [23] - Gaole Co., Ltd. achieved a revenue of 303 million yuan in 2024, with a year-on-year growth of 47.8% [25] Trends and Innovations - The integration of AI technology is expected to drive educational toys towards personalized and adaptive learning experiences [27] - IoT technology will enable cross-device collaboration and data sharing among educational toys, enhancing the learning experience [28] - The fusion of VR/AR and motion-sensing technologies is set to reshape the interactive experience of educational toys, allowing for immersive learning environments [29]

Group 1: Market Performance - A-share market saw active performance in the "Guzi Economy" concept stocks, with companies like Yuanwanggu, Jinghua Laser, and Shifeng Culture hitting the daily limit, while Aofei Entertainment surged over 7% with a trading volume of nearly 2.2 billion yuan [1] - In the Hong Kong market, Pop Mart's stock rose by 0.27%, bringing its total market capitalization to 296 billion HKD, with a year-to-date increase of nearly 146% [1] Group 2: Company Developments - Beijing Lezitiancheng Cultural Development Co., Ltd. (52TOYS) submitted its prospectus to the Hong Kong Stock Exchange, with Citigroup and Huatai International as joint sponsors, marking another toy company entering the Hong Kong market [1] - 52TOYS, founded in 2015, offers a variety of IP toy products including static and movable dolls, wind-up toys, transforming mechas, and plush toys [1] Group 3: Institutional Research Interest - Institutional interest in "Guzi Economy" concept stocks has surged, with 7 companies receiving over 100 institutional research visits this year, led by Shunwang Technology with 228 visits [2] - Companies like Jibite and Mankalon also received over 180 visits, indicating strong institutional engagement in the sector [2] Group 4: IP and Product Development - Aofei Entertainment's stock rose over 7%, supported by its ownership of popular IPs such as "Balala the Fairies" and "Pleasant Goat and Big Big Wolf," and its recent expansion into the trendy toy business [3] - Aofei is collaborating with major companies like Mihayou and Tencent for copyright licensing to develop trendy toy products, focusing on categories like "Didi Le" and "Candy Particles" [3] - The company is also integrating AI with its national IPs, with AI smart toys like "Smart Pleasant Goat" already in mass production and showing a significant growth trend in demand compared to 2024 [3]

Group 1: Market Performance - On May 26, the AI toy concept gained momentum, with leading companies such as Shifeng Culture hitting the daily limit, and AoFei Entertainment and BoTong Integration also reaching their daily limits. Runxin Technology surged over 17%, while Huali Technology rose more than 7% [1] - Shifeng Culture's stock price increased by 9.99% to 20.37, with a trading volume of 15.94% and a market capitalization of 25.77 billion [2] - BoTong Integration's stock price rose by 8.97% to 34.01, with a market capitalization of 51.2 billion [2] - AoFei Entertainment's stock price increased by 8.07% to 10.18, with a market capitalization of 103.67 billion [2] - Huali Technology's stock price rose by 7.37% to 29.86, with a market capitalization of 41.3 billion [2] Group 2: Industry Developments - On May 23, the IP toy brand "52TOYS" submitted its prospectus to the Hong Kong Stock Exchange [3] - In the Chinese IP toy market, 52TOYS ranked third in GMV last year, approximately 1/9 of the GMV of Pop Mart [4] - OpenAI's CEO demonstrated an AI "companion" device, with plans to ship 100 million units by the end of 2026 [4] - An AI toy innovation seminar was held in Shantou, focusing on product and technology innovation, industry ecosystem building, and commercialization paths [5] Group 3: Market Potential and Trends - The Chinese toy market has reached a scale of hundreds of billions and is expected to maintain steady growth over the next five years, with IP toys and character-based toys likely to outperform other categories [6] - AI toys are projected to capture a larger market share, with estimates suggesting that by 2028, the domestic AI toy market could reach 30-40 billion [6] - Three types of companies are expected to dominate the AI toy sector: technology-driven companies, IP resource integrators, and traditional toy manufacturers [6][7] - Successful local licensing and brand partnerships are emerging as effective strategies for overseas expansion of IP toys [7]

Group 1 - The cultural IP concept has seen a resurgence, with companies like Jinghua Laser and Aofei Entertainment hitting the daily limit up [1] - Other companies such as Zhengzhong Design, Huali Technology, Shifeng Culture, Aoya Co., and Yuanlong Yatu also experienced significant gains [1] - Beijing Lezi Tianc Cultural Development Co., Ltd. (52TOYS) has submitted its prospectus for an IPO in Hong Kong, marking it as the fifth toy company to go public in the region following names like Miniso, Pop Mart, Blokus, and Kayo [1]

Core Insights - The Chinese AI toy industry is undergoing a transformation from "manufacturing" to "intelligent manufacturing," driven by innovations in emotional computing and multimodal interaction, exemplified by ByteDance's AI plush toy "Xianyan Bag" [1][15] - The industry is experiencing three explosive growth points: the rising demand for STEAM educational tools, the deep application of emotional companion toys in special education, and the acceleration of innovations for elderly care robots [1][15] - By 2025, the market size of China's AI toy industry is expected to exceed 30 billion yuan [1][15] Industry Overview - AI toys are defined as intelligent terminal products that integrate AI technologies such as voice recognition, natural language processing, machine learning, computer vision, and emotional computing, enabling deep interaction and personalized services [2][4] - The main categories of AI toys include voice interaction, computer vision, machine learning, and emotional computing, with educational toys holding the largest market share [4][5] Policy Environment - The Chinese government has launched the "Artificial Intelligence +" action plan, emphasizing the integration of AI technology with traditional industries and new business formats, creating a favorable environment for the AI toy industry [7][9] - Specific policies in Beijing support the development and application of intelligent educational equipment, providing clear guidance for the AI toy sector [7][9] Industry Chain - The AI toy industry chain consists of three levels: upstream focusing on core technologies and content, midstream involving design and manufacturing, and downstream building a comprehensive marketing network [10] - The industry is characterized by a "technology-product-scenario" linkage, with efficient production supported by industrial clusters in Guangdong and Zhejiang [10] Market Dynamics - The global AI toy market reached $13.25 billion in 2023, with expectations to exceed $36.38 billion by 2030, driven by technological innovation and consumer upgrades [13] - The Chinese AI toy market is evolving into a three-dimensional development pattern dominated by educational products, innovative entertainment, and upgraded companionship [17] Competitive Landscape - The AI toy market in China exhibits a "pyramid" structure, with top-tier companies like UBTECH and ByteDance leading the high-end market, while traditional players like Aofei Entertainment and Tom Cat dominate the mid-tier [19] - Emerging companies are carving out niches in emotional companionship and STEAM education, reflecting the diverse competitive landscape [19] Future Trends - The industry is expected to see accelerated product innovation and market segmentation, with a focus on integrating new technologies like AIGC and the metaverse [24][25] - The market for elderly care products is projected to exceed 5 billion yuan by 2025, indicating a growing focus on specialized applications [25] - A significant industry consolidation is anticipated, with major players extending their reach into hardware and technology through acquisitions and partnerships [26]

| 300959 | 线上线下 | -2.14 | 2.31 | 227.80 | | --- | --- | --- | --- | --- | | 600738 | 丽尚国潮 | -1.51 | 6.83 | 1021.19 | | 300781 | 因赛集团 | -2.44 | 8.73 | 1373.27 | | 002582 | 好想你 | 1.13 | 8.58 | 1518.14 | | 300785 | 值得买 | 4.89 | 13.03 | 9457.51 | 快手概念资金流出榜 | 代码 | 简称 | 今日涨跌幅（%） | 今日换手率（%） | 主力资金流量（万元） | | --- | --- | --- | --- | --- | | 300459 | 汤姆猫 | -4.49 | 8.11 | -28266.68 | | 300766 | 每日互动 | -5.43 | 11.25 | -19722.10 | | 002292 | 奥飞娱乐 | -7.10 | 12.75 | -10591.06 | | 300364 | 中文在线 | -4.26 | 4.31 | -7343.08 | ...

Group 1: Game Industry Performance - The gaming sector showed resilience with a closing increase of over 1% on May 22, 2025, with notable stocks like Kunlun Wanwei reaching a 20% limit up and Youzu Network and Iceberg Network also performing well [1] - The gaming industry is experiencing significant growth, with Q1 2025 revenue reaching 26.719 billion yuan, a year-on-year increase of 21.93%, and net profit attributable to shareholders rising by 47.08% to 3.482 billion yuan, indicating a recovery towards the five-year average [1] Group 2: New Consumption Trends - The rise of new consumption sectors, represented by pet economy and trendy toys, is driven by generational shifts in consumer behavior, particularly among Generation Z, who prioritize emotional value and personalized experiences [1] - Bubble Mart's Labubu series has successfully topped the shopping charts on the US App Store, indicating a strong market expansion and a shift from a toy supplier to a global IP group [2] Group 3: Company Profiles - Kunlun Wanwei is one of China's largest web game developers and operators, with a diverse portfolio including large-scale web games, social web games, mobile network games, and client games [2] - Iceberg Network focuses on developing large multiplayer online games using its proprietary engine technology, combining self-operated and authorized operations [2] - Sheng Tian Network has established its position in the industry with its "Yile You Wang Yu Platform" designed for internet cafes, focusing on efficient management of entertainment content and game updates [3] - Aofei Entertainment is leveraging its own anime brands to gradually launch games, exploring the value of its anime properties [3] - Shenzhou Taiyue provides high-quality gaming products for global players and digital solutions for enterprise clients [3] - Yaoji Technology is dedicated to creating high-quality original online games for leisure and entertainment [4] - Kaiying Network operates the XY.COM platform, a well-known premium web game operation platform in China [5] - Youzu Network specializes in the development, publishing, and operation of mobile and PC games [5]

Core Viewpoint - The company is advancing its "IP + AI" strategy by collaborating with professional investment institutions to enhance its capabilities and resources in the AI sector [1][6]. Investment Partnership - The company’s wholly-owned subsidiary, Guangdong Aofei Animation Industry Investment Partnership, has signed a partnership agreement with Beijing Fangyuan Jinding Investment Management Co., Shenzhen Qianhai Lvsong Investment Co., and others, committing to invest 10 million yuan, which represents 45.25% of the total capital of the partnership [1][4]. Investment Focus - The partnership will focus on a single investment target, specifically equity investment in Shenzhen Xuanyuan Technology Co., which specializes in interactive robots and consumer-grade AI robots [4][5]. Financial Performance - In Q1 2025, the company reported revenue of 658 million yuan, a year-on-year increase of 1.1%, while the net profit attributable to shareholders decreased by 2.76% to 49.1 million yuan [7][8]. - For the year 2024, the company’s revenue was 2.715 billion yuan, a decrease of 0.86% compared to 2023, and it reported a net loss of 285 million yuan, a significant decline from a profit in the previous year [9][11]. Strategic Focus - The company emphasizes its core strategy of IP development, aiming to strengthen its content creation system and manage the entire lifecycle of its IPs, which include popular titles like "Super Wings" and "Pleasant Goat and Big Big Wolf" [11][12].

Core Viewpoint - Demand for AI toy products has significantly increased, prompting the company to advance its "IP+AI" strategy and industry application [2][7]. Group 1: Investment and Partnerships - The company announced a partnership with Beijing Fangyuan Jinding Investment Management Co., Shenzhen Qianhai Lvsong Investment Co., and others to invest RMB 10 million in the Qiongcheng Zhiyu Equity Investment Partnership, holding a 45.25% stake [2][4]. - The partnership will focus on directing investments towards Shenzhen Xuan Yuan Technology Co., which specializes in interactive robots and consumer-grade AI technology [4][6]. Group 2: Company Performance and Product Development - In 2024, the company reported revenues of RMB 2.715 billion, with a net loss of RMB 285 million, primarily due to impairment losses on goodwill and long-term investments [7]. - The company has launched AI smart toys, including iterations of the AI smart "Pleasant Goat," and plans to continue developing intelligent plush products that integrate emotional connections with AI technology [7]. Group 3: Market Position and Future Plans - The company has a portfolio of well-known IPs, including "Pleasant Goat and Big Big Wolf" and "Armor Warriors," which have been operational for over a decade, catering primarily to K12 users [6][7]. - Following recent funding, Xuan Yuan Technology aims to enhance its technology and expand into global markets, particularly in Europe and the U.S., while establishing localized service systems [6].