之 法律意见书 tiantailaw.com 北京天驰君泰律师事务所上海分所 关于焦点科技股份有限公司 2025 年股票期权激励计划调整及首次授予事项 二〇二五年七月 tiantailaw.com 北京天驰君泰律师事务所上海分所 关于焦点科技股份有限公司 2025 年股票期权激励计划调整及首次授予事项 之 法律意见书 致：焦点科技股份有限公司 北京天驰君泰律师事务所上海分所（以下简称"本所"）接受焦点科技股份 有限公司（以下简称"焦点科技"或"公司"）的委托，就公司 2025 年股票期权 激励计划（以下简称"本激励计划"）的相关事宜担任专项法律顾问，并于 2025 年 4 月 29 日出具了《北京天驰君泰律师事务所上海分所关于焦点科技股份有限 公司 2025 年股票期权激励计划（草案）之法律意见书》。 四、本所律师仅对焦点科技 2025 年股票期权激励计划（以下简称"《公司 2025 年股票期权激励计划》"）调整和首次授予相关的法律事项的合法性、合规 性发表意见，本所及经办律师并不具备对有关会计、审计和资产评估等专业事项 和境外法律事项发表专业意见的适当资格。本法律意见书中涉及会计、审计和资 产评估事项等内容 ...

证券代码：002315 证券简称：焦点科技 公告编号：2025-024 焦点科技股份有限公司 第六届监事会第十三次会议决议公告 本公司及监事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 本次授予符合《公司2025年股票期权激励计划》中关于激励对象获授股票期 权的条件规定，监事会同意公司本次激励计划的授权日为2025年7月8日，并同意 公司向符合授予条件的1,145名激励对象授予股票期权1,228.15万份。 《公司2025年股票期权激励计划》确定的首次授予激励对象中有8名激励对 象因离职等原因而不再满足成为激励对象的条件，1名激励对象因职务变更激励 份额发生调整，公司董事会根据2025年第一次临时股东会的相关授权及《公司 2025年股票期权激励计划》的相关规定对本次激励计划的首次授予对象名单及授 予数量进行调整。调整后，本激励计划首次授予的激励对象人数由1,153人调整 为1,145人，授予的股票期权总份额不作调整，其中：首次授予部分由1,232.40 万份调整为1,228.15万份，预留授予部分由300.00万份调整为304.25万份，预留 比例未超过本次激励计划拟授 ...

本公司及董事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 证券代码：002315 证券简称：焦点科技 公告编号：2025-023 焦点科技股份有限公司 第六届董事会第十七次会议决议公告 二、全体董事以 6 票同意，0 票反对，0 票弃权，审议通过《关于向 2025 年 证券代码：002315 证券简称：焦点科技 公告编号：2025-023 股票期权激励计划激励对象首次授予股票期权的议案》，董事黄良发、顾军、 迟梦洁为本次股权激励计划激励对象，已对本议案回避表决。 根据《上市公司股权激励管理办法》《公司2025年股票期权激励计划》的相 关规定，以及公司2025年第一次临时股东会的授权，公司董事会认为本次股票期 权激励计划规定的授予条件已经成就，同意以2025年7月8日为授权日，同意向符 合授予条件的1,145名激励对象授予股票期权1,228.15万份。 焦点科技股份有限公司（以下简称"公司"）第六届董事会第十七次会议通 知于2025年7月4日以电子邮件的方式发出，会议于2025年7月8日在南京市江北新 区丽景路7号公司会议室以现场及通讯方式召开。会议应到董事9名，实到董事 ...

Core Insights - The report maintains an "outperform" rating for the retail sector, anticipating that easing international conditions and domestic policy stimulus will positively influence the sector's performance [3][42]. - The overall retail sales in May 2025 reached 4.13 trillion, growing by 6.4% year-on-year, with goods retail sales increasing by 6.5% [11][14]. Beauty and Personal Care - In May 2025, the cosmetics retail sales grew by 4.4%, with high online penetration leading to diminishing promotional effects. However, leading domestic brands are expected to outperform the market due to the trend of domestic product substitution [11][12]. - The competitive landscape is intensifying, with rising sales expense ratios expected to pressure profit margins for some brands, although top players with strong product innovation may still achieve robust growth [11][12]. Gold and Jewelry - The gold and jewelry sector saw a significant year-on-year growth of 21.8% in May 2025, benefiting from a low base effect from the previous year. Products that appeal to younger consumers are expected to drive higher growth rates [11][12]. Supermarkets and Department Stores - From January to May 2025, department store sales slightly increased by 1.3%, while supermarket sales grew by 5.7%. Companies that adapt to the current value-for-money consumption trend through supply chain upgrades are expected to perform better [12][14]. Cross-Border E-commerce - The second quarter is expected to face short-term performance pressures due to external environmental challenges. However, leading platform companies are anticipated to demonstrate strong resilience in the medium to long term due to flexible tariff responses and solid product capabilities [12][14]. Investment Recommendations - The report recommends several companies across different sectors, including: - Beauty and Personal Care: Recommended companies include 毛戈平, 丸美生物, and 登康口腔, which are expected to benefit from domestic product substitution and channel optimization [3][42]. - Gold and Jewelry: Companies like 老铺黄金 and 潮宏基 are highlighted for their potential to achieve accelerated growth due to favorable market conditions [3][42]. - Cross-Border E-commerce: Recommended companies include 小商品城 and 安克创新, which are positioned to capitalize on improving trade conditions [3][42]. - Retail: Companies such as 名创优品 and 重庆百货 are suggested for their low valuation and potential for improvement [3][42].

Investment Rating - The report assigns an "Outperform" rating to the company for the first time, with a target price range of 49-59 CNY per share [4][3]. Core Viewpoints - The company is a leading full-chain B2B foreign trade service provider, benefiting from the increasing demand for overseas expansion among enterprises, which leads to a continuous influx of customers [3][2]. - The company has launched AI tools that enhance operational efficiency and contribute to revenue growth, with significant revenue increases from AI applications [3][21]. - The overall revenue for 2024 is projected to be 1.668 billion CNY, representing a year-on-year growth of 9.31%, while the net profit is expected to reach 451 million CNY, up 19.09% year-on-year [1][3]. Summary by Sections Company Overview - The company, established in 1996, primarily operates the "Made-in-China.com" platform, providing comprehensive B2B foreign trade services [11][13]. - The company has introduced AI applications to enhance its service offerings, with the AI tool "Mai Ke" contributing significantly to revenue [11][21]. Financial Analysis - The company has shown a steady increase in revenue and net profit over the past three years, with a compound annual growth rate (CAGR) of 22.55% for net profit [1][16]. - The gross margin for 2024 is projected at 80.29%, reflecting a year-on-year increase, while operating cash flow is expected to continue its upward trend [23][26]. Industry Overview - The cross-border B2B e-commerce market is expected to grow at a compound annual growth rate (CAGR) of 21.8% from 2018 to 2022, reaching a market size of 6.1 trillion CNY by 2024 [2][36]. - The increasing number of enterprises engaging in overseas business is creating significant growth opportunities for platforms like the company's [60][36]. Competitive Landscape - The company ranks second in the industry, following Alibaba's international station, with over 20 million registered buyers on its platform [52][50]. - The competitive advantage is further strengthened by the company's early adoption of AI technologies, which enhance service efficiency and customer retention [3][47].

Summary of Conference Call for China Manufacturing Network Industry Overview - The conference call focuses on the performance and strategies of China Manufacturing Network, a platform in the B2B e-commerce sector, particularly in the context of international trade and AI applications. Key Points and Arguments 1. **Traffic Structure and Market Diversification** - The platform's traffic structure is healthy, with less than 10% reliance on the U.S. market. Other regions like the Middle East, Latin America, Southeast Asia, and the EU account for over 55% of traffic, reducing risks from single-country policy changes [2][3][4]. 2. **Growth in Free Traffic** - Free traffic has significantly increased by approximately 50% from Q4 of the previous year to Q1 of this year, with an expected additional 50% growth by 2025, providing sustainable growth momentum for the platform [2][5]. 3. **Cash Collection Performance** - The company maintained a 20% cash collection growth rate in April and May, despite a dip in April due to the Canton Fair and U.S.-China tariff policies. The recovery in May indicates adaptability to new market conditions [2][6][7]. 4. **Membership Growth and Revenue Targets** - As of the end of Q1, the number of paying members was approximately 28,000, with a target of 20% cash collection growth for the year and a projected 15% increase in paying members by the end of 2025 [2][8]. 5. **AI Max Product Penetration** - The AI Max product has a high penetration rate among new members, reaching 50%-60% in the current month, with a goal to double revenue compared to 2024 [4][9]. 6. **Competitive Landscape with Alibaba** - China Manufacturing Network collaborates and competes with Alibaba International Station. Both platforms share a significant overlap in customer base, with about 50% of customers using both platforms [10]. 7. **AI Product Development and Strategy** - The company is focusing on enhancing its AI capabilities, particularly in search AI, with expectations to see product prototypes by Q3 of this year. The AI Max product is currently in a penetration phase with no immediate price adjustments planned [12][16][17]. 8. **Sales and Management Expenses** - Sales expenses are expected to increase due to performance-based commissions, while management expenses may rise if stock incentives are implemented, with an estimated cost of 50 million for stock incentive amortization [14]. 9. **Light Industry Expansion** - The company has begun focusing on the light industry since April, with strategies in sales, traffic operations, and platform infrastructure development. Significant changes in membership structure are expected to take one to two years [15]. 10. **Traffic Cost Trends** - Traffic costs are variable, with recent trends showing a decrease in U.S. market costs and an increase in European market costs. Overall, traffic costs have risen compared to previous years [18]. 11. **Evaluation of Buyer Traffic Effectiveness** - The company assesses buyer traffic effectiveness through quality evaluations and budget allocations across different channels, ensuring high-quality inquiries and supplier feedback [19]. 12. **Membership Structure and Revenue Growth** - The "20% work plan" focuses on increasing both the quantity of members and the Average Revenue Per User (ARPU), leveraging membership fees and value-added services to drive revenue growth [20]. Other Important Insights - The company is navigating the uncertainties of U.S.-China trade policies while maintaining a diversified market approach, which is crucial for long-term stability and growth [3][7]. - The emphasis on AI and technology integration positions the company competitively in the evolving landscape of B2B e-commerce [10][12].

Group 1 - The core message emphasizes the importance of Nanjing's role as a provincial capital in driving high-quality economic development and contributing to national and provincial growth goals [1][2] - The city aims to enhance its central urban capabilities, which is seen as a critical opportunity for achieving the goals set for the 14th Five-Year Plan [2][3] Group 2 - The Nanjing Development and Reform Commission plans to focus on five key areas to implement the conference's spirit, including enhancing economic monitoring, promoting major project construction, and fostering innovation in industries such as integrated circuits and low-altitude economy [3][4] - The city aims to achieve significant milestones by 2025, with software and information services and smart grid industries expected to exceed 1 trillion and 500 billion respectively [4] Group 3 - The city will deepen the integration of technological and industrial innovation, with state-owned enterprises expected to optimize their main businesses and enhance their market competitiveness [5] - Companies are encouraged to leverage technologies like AI and big data to improve operational efficiency and contribute to the logistics ecosystem [6][7] Group 4 - The city is committed to enhancing its digital infrastructure and data management capabilities, aiming to resolve issues related to data silos and improve public data utilization [8] - Nanjing's internet platform companies are actively participating in cross-border e-commerce initiatives to support local businesses in expanding their international presence [9] Group 5 - The city plans to boost its tourism sector by developing a modern tourism industry system and enhancing cultural heritage preservation efforts [10] - Initiatives will focus on improving the quality of life for residents, particularly in addressing aging population challenges and enhancing community-based elderly care services [11]

Group 1 - The "2025 Yangtze River Delta Cross-Border E-Commerce Trade Fair" was held in Wuxi, focusing on enhancing foreign trade enterprises' online presence and promoting collective international expansion [1][2] - The event showcased high-quality products from Jiangsu and included nearly 20 supporting activities aimed at providing comprehensive support for enterprises going abroad [1][2] - The theme of the trade fair was "Digital Empowerment, Cross-Border Touching the Sea," emphasizing the integration of cross-border e-commerce with industrial belts [1][3] Group 2 - Focus Technology's Vice President highlighted the Yangtze River Delta's importance as a growth engine in China's economic landscape, leveraging its geographical advantages and developed manufacturing system [2] - In collaboration with Wuxi's Commerce Bureau, Focus Technology plans to launch an online section for Wuxi's "Cross-Border E-Commerce + Industrial Belt" in 2024, promoting Wuxi's advantageous industries to global buyers [2] - The series of activities under "Jiangsu Quality Products Go Global" aims to enhance operational skills and market opportunities for enterprises, with plans to extend these initiatives across Jiangsu Province [2][3] Group 3 - The trade fair represents a significant milestone in the integration of cross-border e-commerce and industrial development in the Yangtze River Delta [3] - Continuous policy support, corporate collaboration, and technological backing are accelerating the international expansion of foreign trade enterprises in the region [3] - Focus Technology aims to further enhance foreign trade solutions and optimize platform services to create a new landscape for cross-border e-commerce development in the Yangtze River Delta [3]

Investment Rating - Industry rating: Recommended [4] Core Insights - The report highlights a robust growth in visitor numbers during the Dragon Boat Festival, with a projected total of 6.87 billion trips, reflecting a year-on-year increase of 3.0% [1][18] - The demand for family-oriented travel has surged, particularly for short-distance self-driving trips and parent-child tours, with bookings for parent-child group tours increasing by 80% year-on-year [1][2] - The launch of new products by Lao Pu Gold, such as the Seven Sons Gourd, is expected to drive high demand in the fashion gold jewelry sector, despite a tightening overall consumption environment [2] Summary by Sections 1. Market Review - The consumer service index and retail index outperformed the CSI 300 index, with significant gains in the jewelry and watch sector [11] - The report notes a 5.1% year-on-year increase in total retail sales in April, with jewelry sales growing by 25.3% [36][50] 2. Industry & Company Dynamics - The report discusses the increase in domestic tourism, with various regions reporting significant visitor numbers during the holiday period [18][19] - Lao Pu Gold's new product launch is positioned to capture the growing trend in fashion jewelry, appealing to consumer sentiment and aesthetic preferences [2][3] 3. Macro & Industry Data - April's retail sales data indicates a stable growth trajectory, with online retail sales showing a 5.8% year-on-year increase [37] - The report provides insights into the gold jewelry market, noting a decline in overall gold consumption but an increase in gold bars and coins [52][55] 4. Investment Recommendations - The report suggests five investment themes, including the revival of traditional retail formats, the rise of AI technology applications, and the potential for new retail sectors to outperform expectations [59][61]

Core Insights - The foreign trade B2B SaaS market in China is experiencing significant growth, with the market size projected to increase from 2.7 billion yuan in 2021 to 7.8 billion yuan in 2024, and expected to surpass 10 billion yuan by 2025 [1][6] - The industry is evolving from being merely a "digital tool" to becoming a "trade ecosystem hub," with businesses seeking comprehensive solutions that cover the entire process from customer acquisition to logistics and tax refunds [1][18] Industry Overview - Foreign trade B2B involves cross-border transactions between businesses, characterized by large scale, long cycles, and high specialization [2] - The market can be divided into traditional foreign trade and cross-border B2B e-commerce [2] Cost Structure - The cost structure for foreign trade B2B merchants includes: - Product costs: 20-40% - Marketing, advertising, and platform commissions: 25-45% - Warehousing and logistics: 15-25% - Management and other expenses: 5-10% [4] Market Dynamics - The penetration of SaaS in the foreign trade B2B market is increasing, aided by the application of AI in marketing and the rise of live-streaming sales [6] - The digitalization rate among domestic merchants is around 40%, with many willing to invest 3-5% of their net profits into digital infrastructure [4] Industry Chain - The foreign trade B2B SaaS industry chain consists of: - Upstream: Cloud computing, IDC data centers, low-code/no-code platforms, big data and AI, API integration, and data encryption services - Midstream: SaaS service providers - Downstream: Foreign trade factories, trading companies, brand exporters, third-party service providers, and cross-border e-commerce pilot zones [8] Competitive Landscape - Major players in the foreign trade B2B SaaS market include Zoho, Xiaoman Technology, Focus Technology, Alibaba, and Si Yi Ou, among others [12] - The market is segmented into three tiers, with OKKI leading the first tier with a market share of 14.7%, while the second tier holds 21.2% and the third tier accounts for 64.1% [12] Representative Companies - Xiaoman Technology's OKKI provides comprehensive business growth solutions for foreign trade B2B merchants, including customer acquisition tools and independent site construction platforms [14] - Si Yi Ou operates the Foreign Trade Express platform, offering a one-stop SaaS solution for independent site management, online negotiation, and intelligent analysis for Chinese foreign trade enterprises [16] Future Trends - The foreign trade B2B SaaS industry is transitioning towards integrated solutions that encompass the entire trade process, moving beyond single-function tools [18]