启明星辰信息技术集团股份有限公司 2024 年度股东大会的 北京金诚同达律师事务所 关于 法律意见书 北京市朝阳区建国门外大街 1 号国贸大厦 A 座 10 层 电话：010-5706 8585 传真：010-6518 5057 金诚同达律师事务所 法律意见书 北京金诚同达律师事务所 关于启明星辰信息技术集团股份有限公司 2024 年度股东大会的 法律意见书 金证法意[2025] 字 0512 第 0437 号 致：启明星辰信息技术集团股份有限公司 北京金诚同达律师事务所（以下简称"本所"）接受启明星辰信息技术集团 股份有限公司（以下简称"启明星辰"或"公司"）的聘请，指派本所律师出席 公司 2024 年度股东大会（以下简称"本次股东大会"）并对会议的相关事项出 具法律意见书。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》《上市公司股东会规则》（以下简称"《股东会规则》"） 《律师事务所从事证券法律业务管理办法》《律师事务所证券法律业务执业规则 （试行）》等有关法律、法规和规范性文件的要求以及《启明星辰信息技术集团 股份有限公司章程》（以下简称"《公司章程》"）的 ...

启明星辰信息技术集团股份有限公司（以下简称"公司"）2024年度股东大 会于2025年5月13日14：00在北京市海淀区东北旺西路8号中关村软件园21号楼启 明星辰大厦会议室以现场表决与网络投票相结合的方式召开。本次会议通知已于 2025年4月15日以公告形式发出。 证券代码：002439 证券简称：启明星辰 公告编号：2025-035 启明星辰信息技术集团股份有限公司 2024 年度股东大会决议公告 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．本次股东大会未出现否决、修改或新增议案的情形。 2．本次股东大会未涉及变更以往股东大会已通过的决议。 3．公司，王佳、严立夫妇与中移资本于2022年6月17日签署了《投资合作协 议》、于2022年9月30日签署了《投资合作协议之补充协议》、于2023年8月4日签 署了《投资合作协议之补充协议（三）》，王佳、严立夫妇与中移资本于2022年9 月30日签署了《表决权放弃协议之补充协议》、于2023年8月4日签署了《表决权 放弃协议之补充协议（三）》，约定自上市公司股东大会审议通过本次发行事项之 日起，王佳 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's Q1 2025 performance met market expectations, with revenue of 641 million yuan, a year-on-year decline of 30.54%, and a net profit attributable to shareholders of 2 million yuan, indicating a turnaround from losses [2][10] - The decline in revenue is attributed to a challenging network security market environment, while the profit turnaround is due to reduced operating costs, decreased sales and management expenses, and increased investment income [10] - The company is rapidly iterating its AI security product matrix, having completed multiple technical upgrades and established a comprehensive security protection system for large model applications [10] - Long-term outlook remains positive due to effective strategic business layout and successful cooperation with China Mobile, which is expected to help gradually restore performance [10] Financial Summary - Total revenue forecast for 2023 is 4,507 million yuan, with a year-on-year growth of 1.58%, while the forecast for 2024 is 3,315 million yuan, reflecting a decline of 26.44% [1][11] - The net profit attributable to shareholders is projected to be 741.14 million yuan in 2023, with a significant year-on-year increase of 18.37%, but a loss of 226.30 million yuan in 2024 [1][11] - The earnings per share (EPS) is expected to be 0.61 yuan in 2023, dropping to -0.19 yuan in 2024, and recovering to 0.16 yuan in 2025 [1][11]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's Q1 2025 performance met market expectations, with revenue of 641 million yuan, a year-on-year decline of 30.54%, and a net profit attributable to shareholders of 2 million yuan, indicating a turnaround from losses [2][10] - The decline in revenue is attributed to a challenging network security market environment, with no significant improvement in downstream customer demand [10] - The company has successfully built a comprehensive security product matrix for large model applications, enhancing its offerings in AI security [10] Financial Summary - Total revenue forecast for 2023 is 4,507 million yuan, with a projected decline of 26.44% in 2024, followed by a recovery with growth rates of 12.04%, 12.10%, and 12.16% in the subsequent years [1][11] - The net profit attributable to shareholders is expected to recover from a loss of 226.30 million yuan in 2024 to 194.90 million yuan in 2025, with further increases to 292.24 million yuan in 2026 and 432.73 million yuan in 2027 [1][11] - The latest diluted EPS is projected to be 0.16 yuan in 2025, increasing to 0.24 yuan in 2026 and 0.36 yuan in 2027 [1][11] - The company's total assets are forecasted to grow from 13,778 million yuan in 2024 to 15,498 million yuan in 2027 [11]

Group 1 - The core viewpoint of the articles highlights that Q1 2025 saw Qimingxingchen achieve a net profit of 1.597 million yuan, marking a turnaround from losses, with an 8 percentage point increase in gross margin [1] - The company optimized operational efficiency across the entire chain and managed non-recurring gains and losses, resulting in a 15% reduction in total expenses compared to the same period last year, creating room for profit release throughout the year [1] - In the context of a challenging recovery in the cybersecurity industry, Qimingxingchen achieved a breakthrough through management efficiency, technological upgrades, and strategic collaboration, signaling long-term investment value [1] Group 2 - The company's profitability improvement is attributed to its proactive grasp of AI security strategic opportunities, targeting the new track of the security industry driven by AI large models [2] - Qimingxingchen has launched the "Jiutian·Taihe Security Large Model" and the industry's first full-cycle AI security solution "Anxing Intelligent Body," leveraging the technological foundation of China Mobile's Jiutian large model [2] - The company has accelerated product iteration on a weekly basis since February 6, 2025, completing multiple technological upgrades and establishing a comprehensive security product matrix for large model applications [2][3] Group 3 - Large model application security has become a significant growth area for Qimingxingchen, with key products including large model application firewalls and security proxies, forming a "three-piece set" for large model security [3] - Qimingxingchen deepened collaboration with China Mobile, showcasing innovations in AI application security and data security at the 2025 China Mobile Cloud Intelligence Conference [4] - The company plays a crucial role as a technology innovator and security product service leader for China Mobile, with a sales figure of 1.083 billion yuan from related transactions in 2024, over 70% of which came from collaborative expansion in government and enterprise security business [4] Group 4 - In 2025, Qimingxingchen plans to strengthen business collaboration with China Mobile, expecting to sell approximately 1.95 billion yuan worth of goods to China Mobile and its controlled enterprises [5] - The company has made breakthroughs in commercial models for personal and family smart scenarios, integrating security capabilities into China Mobile's entry-level products like "Mobile Cloud Computer," ensuring user cloud service security [5] - Qimingxingchen emphasizes technological innovation as a core driving force, focusing on improving business quality and deepening strategic collaboration to achieve profitability breakthroughs and demonstrate high-quality development potential [5]

Company Overview - Company announced an earnings briefing on April 28, 2025 [1] - In Q1 2025, the company reported a net profit of 1.597 million yuan, marking a turnaround from losses [2] - The company aims to enhance operational management and reduce costs while focusing on technological innovation [2] Financial Performance - The company's main revenue for Q1 2025 was 641 million yuan, a year-on-year decrease of 30.54% [4] - The net profit attributable to shareholders increased by 101.41% year-on-year [4] - The company reported a gross margin of 58.79% [4] Market Position and Strategy - The company has maintained a leading market share in over 20 product categories for several years [2] - It is focusing on the "I+ security" product matrix to capture new market opportunities [2] - The partnership with China Mobile is expected to drive innovation in cybersecurity technology [2] Industry Outlook - The cybersecurity industry is projected to grow significantly, with China's market expected to increase from 11 billion USD in 2023 to 17.1 billion USD by 2028, reflecting a compound annual growth rate of 9.2% [3] - The industry is driven by policy support and increasing market demand for cybersecurity products and services [3] - The company is positioned to benefit from the growing emphasis on data security amid digital transformation [3]

Group 1: Financial Performance - The company reported a net profit of 1.597 million yuan for Q1 2025, achieving a turnaround from losses [1] - The focus for 2025 includes technology innovation, operational management, and cost reduction to ensure stable and high-quality growth [1] Group 2: Growth Opportunities - The company is targeting new market demands driven by AI large models in the security industry, with several new AI+security products entering the project implementation phase [1] - Collaboration with China Mobile aims to expand new business scales in ToC/ToH sectors, leveraging existing advantages while attracting new customer groups [1] Group 3: Industry Outlook - The network security industry is expected to grow significantly, driven by policy support and increasing market demand [2] - The Chinese network security market is projected to grow from $11 billion in 2023 to $17.1 billion by 2028, with a compound annual growth rate (CAGR) of 9.2% [2]

Core Viewpoint - The company achieved a turnaround in Q1 2025, reporting a profit of 1.597 million yuan, marking a significant improvement compared to the same period last year, laying a foundation for stable operations and high-quality development throughout the year [1][2]. Group 1: Financial Performance - The company focused on improving business quality, resulting in a notable increase in gross margin by 8 percentage points year-on-year [1]. - The total operating expenses were reduced by 15% compared to the previous year, enhancing profit potential for the year [1]. Group 2: Strategic Initiatives - The company is actively embracing AI technology, particularly in the AI + security sector, and is accelerating the development of its product matrix to seize market opportunities [1][2]. - The company plans to implement cautious and steady management measures while leveraging breakthroughs in AI large models to drive applications in the security industry [2][3]. Group 3: Collaboration and Innovation - The company aims to maintain close alignment with China Mobile's innovation directions, focusing on areas such as low-altitude economy, integrated vehicle-road-cloud systems, satellite internet, and 5G [3]. - The collaboration with China Mobile is expected to deepen, enhancing the company's service capabilities in the enterprise sector and expanding its security offerings [3][4].

Core Insights - The company reported a revenue of 641 million yuan and a net profit of 1.597 million yuan for Q1 2025, marking a year-on-year profit increase of 101.41% and an 8% rise in gross margin [1] - The company has optimized operational efficiency across its entire chain and reduced total expenses by 15% compared to the same period last year, creating room for profit release [1] - Despite challenges in the cybersecurity industry, the company achieved breakthroughs through management efficiency, technological upgrades, and strategic collaboration, signaling long-term investment value [1] Financial Performance - The company achieved a turnaround in profitability, with a significant improvement in revenue quality [2] - The company’s collaboration with China Mobile has resulted in a projected sales amount of approximately 1.95 billion yuan for 2025 [5] - The company’s revenue from its trust and innovation security business and cloud security business grew by 15% and 20% year-on-year, respectively [4] Strategic Initiatives - The company is leveraging AI security strategies and has launched the "Jiutian. Taihe Security Model" and the first full-cycle AI security solution "Anxing Intelligent Body" [2] - The company has developed a complete product matrix for large model application security, including a large model application firewall and access security proxy [2][3] - The company is focusing on enhancing its collaboration with China Mobile, which is expected to be a new growth point [4][5] Market Positioning - The company is positioned as a leader in the cybersecurity industry, emphasizing technological innovation as a core driver for high-quality development [5] - The company has established itself as a key player in the AI-driven security sector, aiming to capture strategic opportunities in this emerging market [2][3]

启明星辰（002439）公告，2025年第一季度营业收入6.41亿元，同比下降30.54%。净利润159.71万元， 去年同期净亏损1.13亿元。 ...