上海市通力律师事务所 关于上海姚记科技股份有限公司 2025 年第一次临时股东会的法律意见书 致: 上海姚记科技股份有限公司 上海市通力律师事务所(以下简称"本所")接受上海姚记科技股份有限公司(以下简称 "公司")的委托, 指派本所梁茜颖律师、俞挺律师(以下简称"本所律师")根据《中华人民 共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规范性文 件(以下统称"法律法规")及《上海姚记科技股份有限公司章程》(以下简称"公司章程") 的规定就公司 2025 年第一次临时股东会(以下简称"本次股东会")相关事宜出具法律意见。 本所律师已经对公司提供的与本次股东会有关的法律文件及其他文件、资料予以了核查、 验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有签署、 盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有效的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东会召集和召开的程序、出席本次股东会人员资格 和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见, 并不对 本次 ...

Investment Rating - The report maintains a "Buy" rating for the media industry, particularly focusing on AI applications and cultural exports [6]. Core Insights - The media industry experienced a weekly decline of 1.36%, ranking 25th among industries. Notable performers included Zhidaimai and Mingchen Health, while Tencent Holdings showed a weekly increase of 1.10% [1][12][19]. - AI applications are gaining traction, with Deepseek leading domestic web traffic among AI products, achieving 356.44 million monthly visits in October, a 7.36% increase [2][23][25]. - In the gaming sector, Tencent's "Honor of Kings" saw a 32% month-over-month revenue increase due to the launch of its S41 season [3][28]. - The film industry reported a total box office of 381 million yuan for the week of November 8-14, with "Demon Slayer: Infinity Castle Chapter" leading at 136 million yuan [4][39]. Summary by Sections Market Performance - The media industry saw a decline of 1.36% from November 8 to November 14, with the gaming sector down 2.71% and the advertising sector up 0.73% [12][19]. Key Industry Data AI Applications - The top five AI products globally in October were ChatGPT, New Bing, Gemini, Deepseek, and GitHub Copilot. Deepseek led domestic traffic with 356.44 million visits [2][24][25]. Gaming Data - In the iOS gaming sales chart as of November 15, "Delta Force," "Honor of Kings," and "Three Kingdoms: Strategize" were the top three games. Tencent's "Honor of Kings" revenue increased significantly due to seasonal events [3][26][28]. Film Data - The total box office for the week was 381 million yuan, with "Demon Slayer" accounting for 35.6% of the total. Upcoming films include "Wild Times" and "Zootopia 2" [4][38][39]. Investment Recommendations - The report emphasizes a positive outlook on AI applications and cultural exports, recommending focus on sectors such as gaming, IP, short dramas, and publishing. Key companies to watch include Giant Network, Kying Network, and Bilibili [5][9].

Core Viewpoint - The controlling shareholder and actual controller of Shanghai Yaoji Technology Co., Ltd., Mr. Yao Shoubin, along with his concerted actors, have announced a plan to reduce their shareholding in the company, which will not affect the company's control or governance structure [1][2]. Group 1: Shareholding Reduction Plan - The controlling shareholder and his concerted actors plan to reduce their holdings by a total of up to 12,524,155 shares, accounting for 3% of the company's total share capital, within three months after the announcement [1]. - The reduction will be executed through centralized bidding or block trading, with a maximum of 1% through centralized bidding and 2% through block trading [1]. Group 2: Implementation Status - As of the announcement date, the previous reduction plan's deadline has expired, and the implementation status has been reported [2]. - The shares being reduced are sourced from shares held prior to the initial public offering and from capital reserves converted into share capital, all of which are freely tradable [2][3]. Group 3: Shareholding Structure Post-Reduction - After the reduction, Mr. Yao Shoubin will retain 52,876,689 shares under lock-up conditions, while the remaining 109,206,047 shares are freely tradable [3]. - The implementation of the reduction plan complies with relevant laws and regulations, and there are no violations of the reduction plan [3].

证券代码：002605 证券简称：姚记科技 公告编号：2025-068 债券代码：127104 债券简称：姚记转债 上海姚记科技股份有限公司 关于控股股东暨实际控制人减持计划届满及实施情况 的公告 公司控股股东暨实际控制人姚朔斌先生及其一致行动人保证向本公司提供 的信息内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。本公 司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 上海姚记科技股份有限公司（以下简称"公司"）于 2025 年 7 月 25 日在公 司指定信息披露媒体《证券时报》《中国证券报》《证券日报》及巨潮资讯网 （http://www.cninfo.com.cn）刊登了《关于公司控股股东暨实际控制人减持股份 计划的预披露公告》（公告编号：2025-051），公司控股股东暨实际控制人姚朔 斌先生及其四位一致行动人姚文琛先生、姚晓丽女士、玄元私募基金投资管理（广 东）有限公司－玄元科新 241 号私募证券投资基金（以下简称"玄元基金"）和 珠海阿巴马私募基金投资管理有限公司－阿巴马悦享红利 28 号私募证券投资基 金（以下简称"阿巴马基金"）计划减持公告披露之日起十五个交易日后的 ...

Group 1 - The core point of the article is that Yaoji Technology (SZ 002605) announced the completion of a share reduction plan by its controlling shareholder, Yao Shoubin, who, along with his associates, reduced their holdings by 2 million shares, accounting for 0.48% of the company's total shares [1] - As of the announcement date, the market capitalization of Yaoji Technology is 10.6 billion yuan [1] - The revenue composition of Yaoji Technology for the first half of 2025 is as follows: Internet marketing accounts for 36.19%, entertainment for 33.44%, cultural and sports entertainment for 29.8%, and other businesses for 0.58% [1]

Core Insights - The Chinese gaming market's actual sales revenue for Q3 2025 reached 880.26 billion yuan, marking a quarter-on-quarter growth of 6.96% but a year-on-year decline of 4.08% [1] - The revenue from self-developed games in overseas markets was 4.994 billion USD, with a quarter-on-quarter increase of 6.34% and a year-on-year decrease of 3.39% [1] - A total of 23 A-share gaming companies reported a combined revenue of 772.45 billion yuan for the first three quarters of 2025, reflecting a year-on-year growth of 23.30% [2] Market Performance - The client game market in China generated 202.9 billion yuan in Q3 2025, with a quarter-on-quarter increase of 16.05% and a year-on-year increase of 19.88% [1] - The mobile game market's revenue was 643.89 billion yuan, showing a quarter-on-quarter growth of 4.39% but a year-on-year decline of 1.93% [1] - The web game market saw a revenue of 10.75 billion yuan, with a quarter-on-quarter decrease of 1.41% [1] Company Performance - Century Huatong reported a revenue of 272.23 billion yuan for the first three quarters, surpassing last year's total, with a net profit of 43.57 billion yuan, up 141.65% [3] - 13 out of 23 gaming companies achieved revenue growth, while 17 companies reported profitability [3] - Perfect World and Giant Network improved their rankings to 3rd and 7th respectively, while Jiubite also moved up two places [6] Notable Companies - Century Games, a subsidiary of Century Huatong, significantly contributed to revenue growth, with its games topping the overseas revenue charts [4] - 37 Interactive Entertainment maintained its position as the second-largest A-share gaming company, with a revenue of 124.61 billion yuan, despite a year-on-year decline of 6.59% [5] - Jiubite's revenue for the first three quarters was 44.86 billion yuan, reflecting a year-on-year increase of 59.17% [7] Strategic Adjustments - Ice Glacier Network shifted its focus from quantity to quality in marketing, resulting in a significant reduction in sales expenses by 52.31% [8] - The company reported a net profit of 5.02 billion yuan for the first three quarters, compared to a loss in the previous year, indicating a successful turnaround [8]

Group 1 - The report emphasizes the transition into the AI era, highlighting the need for media and content industries to adapt to new user demands and leverage AI for growth opportunities [3][4][5] - The cultural media sector is positioned for growth due to two main variables: the initiation of the 14th Five-Year Plan and the empowerment of AI technology, which is shifting from market-driven to policy-driven [4][7] - State-owned enterprises are expected to play a crucial role in the cultural media sector, with companies like Oriental Pearl and Mango TV being highlighted as key players benefiting from AI integration [6][11] Group 2 - The report outlines the performance of the cinema sector, noting that while 2025 saw some challenges, the upcoming 2026 year is expected to bring new content supply and potential growth [30][31] - The digital marketing and e-commerce sectors are experiencing a transformation driven by AI, with significant growth projected in the smart marketing space, expected to reach 1.49 trillion yuan by 2026 [55] - The gaming industry is highlighted as needing to focus on high-quality content production, with companies like miHoYo and Lilith Games being noted for their successful titles, indicating a shift towards content-driven gaming experiences [58][59] Group 3 - The report discusses the importance of long and short video platforms, with significant user engagement noted, particularly in the short video segment, which has reached 1.129 billion monthly active users [36][37] - The audio content market is projected to grow significantly, with the long audio market expected to reach 649.77 billion yuan by 2026, indicating a shift in consumer preferences towards immersive audio experiences [40] - Companies like Bilibili and Xiaohongshu are expanding into audio content, which is expected to drive new user engagement and revenue streams [40][42] Group 4 - The report identifies key companies to watch in the cultural media sector, including state-owned enterprises and digital marketing firms, emphasizing their strategic importance in the evolving landscape [11][12] - The cinema sector is expected to see a rebound in 2026, with new film releases anticipated to drive box office performance, particularly following a low base effect from 2025 [30][31] - The gaming sector is under pressure to innovate and produce high-quality content, with a focus on new product launches and the integration of AI technologies to enhance user experiences [58][59]

Investment Rating - The report maintains a "Buy" rating for the media industry, indicating a positive outlook for the sector [6][34]. Core Insights - The media industry saw a slight increase of 0.16% in the week from November 1 to November 7, 2025, ranking 18th among various industries. Notable performers included China Film, Jishi Media, and Chinese Media, with Baidu Group-SW and NetEase-S showing strong weekly gains in the Hang Seng Technology Index [10][16]. - The report emphasizes the potential in AI applications and cultural exports, particularly focusing on sub-sectors such as gaming, IP, short dramas, and publishing [4][34]. Summary by Sections Market Performance - The media industry experienced a weekly increase of 0.16%, while the Shanghai Composite Index rose by 1.08% and the Shenzhen Component Index by 0.19%. The gaming sector saw a decline of 0.29%, while the film and television sector increased by 2.49% [10][12]. Key Industry Data - **AI Applications**: In October, the top five AI applications globally were ChatGPT, Doubao, Quark, Baidu Cloud, and Gemini. Doubao led domestic applications with a monthly active user (MAU) count of 159.41 million, reflecting a 6.28% month-over-month growth [20][21]. - **Gaming**: The iOS gaming sales chart for November 6, 2025, was topped by "Honkai: Star Rail," followed by "Honor of Kings" and "Delta Force." The report also noted the upcoming release of seven new games between November 13 and November 15 [23][25]. - **Film**: The total box office for the week was 207 million yuan, with "Improv Murder" leading at 42.11 million yuan, accounting for 20.3% of the weekly total. Upcoming films include "Demon Slayer: Infinity Castle Chapter" and "Now You See Me 3" [27][28][31]. Investment Recommendations - The report suggests focusing on themes such as AI applications and cultural exports, with specific attention to companies like Giant Network, Kaiying Network, and Perfect World among others [4][34].

Market Overview - The gaming sector experienced a decline of 0.98% on November 10, with ST Huatuo leading the drop [1] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] Individual Stock Performance - Notable gainers included: - Mingchen Health (002919) with a closing price of 19.50, up 6.50% and a trading volume of 134,300 shares, totaling 259 million yuan [1] - Wento Holdings (600715) closed at 2.61, up 2.76% with a trading volume of 604,500 shares, totaling 156 million yuan [1] - Fuchun Co. (300299) closed at 6.81, up 2.71% with a trading volume of 311,400 shares, totaling 211 million yuan [1] - Major decliners included: - ST Huadao (002602) closed at 17.61, down 3.72% with a trading volume of 1,174,300 shares, totaling 2.093 billion yuan [2] - Xinying Network (002517) closed at 22.50, down 2.17% with a trading volume of 421,600 shares, totaling 957 million yuan [2] - Giant Network (002558) closed at 35.50, down 1.63% with a trading volume of 292,700 shares, totaling 1.034 billion yuan [2] Capital Flow Analysis - The gaming sector saw a net outflow of 646 million yuan from institutional investors, while retail investors contributed a net inflow of 358 million yuan [2] - Key stocks with significant capital flow include: - Starry Entertainment (300043) with a net inflow of 47.54 million yuan from institutional investors [3] - Fuchun Co. (300299) with a net outflow of 10.19 million yuan from retail investors [3] - Mingchen Health (002919) with a net inflow of 30.79 million yuan from institutional investors [3] ETF Performance - Gaming ETF (product code: 159869) tracking the China Animation and Gaming Index saw a 2.11% increase over the last five days, with a net outflow of 110 million yuan [5] - Food and Beverage ETF (product code: 515170) experienced a decline of 1.38% over the last five days, with a net outflow of 1.385 million yuan [5]

Investment Rating - The investment rating for the company is "Buy" and is maintained [7] Core Views - The company reported Q3 2025 results with revenue of 670 million yuan, a year-on-year decline of 23.95% but a quarter-on-quarter increase of 1.62%. The net profit attributable to shareholders was 134 million yuan, down 3.98% year-on-year but up 16.73% quarter-on-quarter. The non-recurring net profit was 126 million yuan, down 8.05% year-on-year but up 10.06% quarter-on-quarter [2][4][11] - The decline in revenue is attributed to adjustments in the digital marketing business, while the overall profit margin improved due to the optimization of the poker and marketing businesses, alongside a reduction in game launches [2][11] - The company is actively expanding into high-growth areas such as card games and micro-short dramas, focusing on enhancing the quality and efficiency of its core business [2][11] Summary by Sections Financial Performance - In Q3 2025, the company achieved revenue of 670 million yuan, reflecting a year-on-year decrease of 23.95% and a quarter-on-quarter increase of 1.62%. The net profit attributable to shareholders was 134 million yuan, down 3.98% year-on-year but up 16.73% quarter-on-quarter. The non-recurring net profit was 126 million yuan, down 8.05% year-on-year but up 10.06% quarter-on-quarter [2][4][11] Business Adjustments - The revenue decline is primarily due to ongoing adjustments in the digital marketing business. However, there was a slight recovery in revenue quarter-on-quarter. The poker and marketing business optimization, combined with reduced game launches, contributed to an overall improvement in profit margins [2][11] Strategic Initiatives - The company is making significant investments in high-growth sectors such as card games and micro-short dramas. The construction of a production base for poker is progressing, which is expected to alleviate capacity constraints and expand market share. The company is also focusing on enhancing its competitive edge in casual gaming and exploring opportunities in the card game sector [11]