北京市天元律师事务所 关于中公教育科技股份有限公司 本所及经办律师依据《证券法》、《律师事务所从事证券法律业务管理办法》和 《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行 了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发表的结论 1 性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责 任。本法律意见中涉及的股份比例数值均采用四舍五入并保留至小数点后四位。 本所及经办律师同意将本法律意见作为本次股东大会公告的法定文件，随同其他 公告文件一并提交深圳证券交易所（以下简称"深交所"）予以审核公告，并依法对 出具的法律意见承担责任。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对公司提供 的文件和有关事实进行了核查和验证，现出具法律意见如下： 2025 年第三次临时股东大会的法律意见 京天股字（2025）第 722 号 致：中公教育科技股份有限公司 中公教育科技股份有限公司（以下简称"公司"）2025 年第三次临时股东大 会（以下简称"本次股东大会"）采取现 ...

Core Insights - The education sector experienced a significant increase of 3.65% on November 25, with Kede Education leading the gains [1] - The Shanghai Composite Index closed at 3870.02, up 0.87%, while the Shenzhen Component Index closed at 12777.31, up 1.53% [1] Education Sector Performance - Kede Education (300192) saw a closing price of 23.95, with a remarkable increase of 19.99% and a trading volume of 427,900 shares, amounting to 987 million yuan [1] - Kevin Education (002659) closed at 6.25, up 10.04%, with a trading volume of 263,200 shares and a transaction value of 162 million yuan [1] - Dou Shen Education (300010) closed at 7.00, up 4.17%, with a trading volume of 1,188,100 shares and a transaction value of 836 million yuan [1] - Other notable performers include Zhong Gong Education (002607) with a 3.09% increase, and Chuangye Tihua (300688) with a 2.90% increase [1] Capital Flow Analysis - The education sector saw a net outflow of 24.09 million yuan from institutional investors and 47.95 million yuan from retail investors, while individual investors contributed a net inflow of 72.04 million yuan [2] - Kede Education had a net inflow of 243 million yuan from institutional investors, while Kevin Education experienced a net inflow of 71.27 million yuan [3] - Dou Shen Education and Zhong Gong Education had smaller net inflows of 16.33 million yuan and 11.98 million yuan, respectively [3]

Investment Rating - The report maintains a "Recommended" rating for the hotel and duty-free industries, indicating a positive outlook for operational improvements in these sectors [1]. Core Viewpoints - Despite the overall pressure on consumption in the current macro environment, a structural recovery trend in certain consumer service sectors is becoming increasingly evident. Operational improvements are being observed, suggesting a gradual exit from the bottom range [4]. - The hotel industry is experiencing an optimization in supply-demand dynamics, with core operational data showing marginal improvements, indicating a mild upward trend in industry prosperity supported by sustained travel demand [4]. - The duty-free industry is expected to benefit from policy incentives, particularly with the upcoming operational phase in Hainan and the continued rollout of related policies, which are anticipated to catalyze new growth opportunities [4]. Industry Basic Data - The consumer services industry comprises 55 listed companies with a total market capitalization of 498.804 billion yuan and a circulating market capitalization of 457.081 billion yuan [1]. Market Performance - The consumer services sector experienced a decline of 4.86% this week, while the overall A-share market fell by 5.14%. The CSI 300 index decreased by 3.77% [7][23]. - Notable stocks in the consumer services sector that performed well include Dalian Shengya, Chuangye Heima, and Shangri-La (Asia) [4]. Important Announcements - Huazhu Group reported a 17.5% year-on-year increase in hotel revenue for Q3 2025, reaching 30.6 billion yuan, with net profit of 1.5 billion yuan [30]. - Ctrip Group's Q3 net operating revenue was approximately 18.3 billion yuan, reflecting a 16% year-on-year growth, with a net profit increase of 192.6% [30]. - Wanwu Xingsheng achieved a total revenue of 5.15 billion yuan in Q3 2025, marking a 27.1% year-on-year increase [30]. Upcoming Shareholder Meetings - Several companies in the consumer services sector have scheduled shareholder meetings in the coming month, including Bubu Gao on December 11, Guilin Tourism on December 5, and Guangzhou Restaurant on November 28 [31].

Core Insights - The education sector experienced a significant increase of 4.23% on November 24, with Guomai Technology leading the gains [1] - The Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1] Stock Performance - Guomai Technology (002093) saw a closing price of 12.19, with a rise of 10.02% and a trading volume of 446,600 shares, amounting to 536 million yuan [1] - China High-Tech (600730) closed at 10.45, up 8.29%, with a trading volume of 603,500 shares and a turnover of 628 million yuan [1] - Other notable performers included Chuangye Technology (300688) with a 5.49% increase, closing at 30.38, and Dou Shen Education (300010) with a 5.33% rise, closing at 6.72 [1] Capital Flow - The education sector saw a net inflow of 320 million yuan from institutional investors, while retail investors experienced a net outflow of 135 million yuan [2] - The main capital inflow was concentrated in Guomai Technology, which had a net inflow of 241 million yuan, accounting for 45.03% of the total [3] - Other companies like Kede Education (300192) and China High-Tech (600730) also experienced net inflows, but retail investors withdrew funds from these stocks [3]

Group 1 - The core point of the article is the decision made by the board of directors of Zhonggong Education Technology Co., Ltd. to establish a wholly-owned subsidiary in the Guangdong-Hong Kong-Macao Greater Bay Area to enhance business collaboration and expand its market presence in South China [3][7][12]. Group 2 - The board meeting was held on November 20, 2025, with all seven directors present, and the meeting complied with relevant laws and regulations [2]. - The proposal to invest in the establishment of a subsidiary named Zhonggong Zhiyuan (Zhuhai Hengqin) Education Technology Co., Ltd. was approved unanimously by the board [3][8]. - The registered capital for the new subsidiary is set at 150 million yuan [9]. - The subsidiary will focus on various educational services and technology consulting, leveraging the advantages of the Hengqin area [9][12]. Group 3 - The investment aims to utilize policy and locational advantages to strengthen cooperation within the Greater Bay Area and promote sustainable development for the company [12]. - The establishment of the subsidiary is expected to have a positive long-term impact on the company's financial status and profitability, enhancing its competitive advantage [14].

Core Viewpoint - The announcement by Zhonggong Education indicates a strategic move to enhance its business operations in the Greater Bay Area by establishing a wholly-owned subsidiary in the Hengqin Guangdong-Macao Deep Cooperation Zone, aiming for sustainable development in the South China market [2]. Group 1: Company Strategy - Zhonggong Education plans to set up a wholly-owned subsidiary, Zhonggong Zhiyuan (Zhuhai Hengqin) Education Technology Co., Ltd., with a registered capital of 150 million yuan [2]. - The establishment of the new subsidiary is part of a broader strategy to deepen business collaboration and expand market presence in the South China region [2]. Group 2: Market Expansion - The move is aimed at accelerating the company's growth and enhancing its operational synergy within the Greater Bay Area [2]. - This initiative reflects the company's commitment to sustainable development and its focus on tapping into the educational market in Southern China [2].

Core Viewpoint - Zhonggong Education Technology Co., Ltd. announced the establishment of a wholly-owned subsidiary in the Hengqin Guangdong-Macao Deep Cooperation Zone, with a registered capital of 150 million yuan, aiming to enhance its strategic layout in the Greater Bay Area and strengthen business collaboration in South China [1][2]. Group 1 - The board meeting was held on November 20, 2025, with all 7 directors present, and the decision to invest was unanimously approved [1]. - The new subsidiary is tentatively named "Zhonggong Zhiyuan (Zhuhai Hengqin) Education Technology Co., Ltd." and will be fully funded by Beijing Zhonggong Zhiyuan Technology Co., Ltd. [1]. - The investment aims to expand the company's education service network in the Guangdong-Hong Kong-Macao Greater Bay Area and enhance regional market competitiveness [1][2]. Group 2 - This investment is seen as a significant move for Zhonggong Education to respond to national regional development strategies and optimize its national business layout [2]. - The new subsidiary is expected to leverage Hengqin's policy and geographical advantages, becoming a core hub for Zhonggong Education's outreach in the South China market [2].

Group 1 - The core point of the article is that Zhonggong Education announced the convening of its seventh board meeting to discuss external investment and subsidiary registration [1] - For the first half of 2025, Zhonggong Education's revenue composition is 97.49% from education training and 2.51% from other businesses [1] - As of the report, Zhonggong Education has a market capitalization of 15.8 billion yuan [1]

Core Viewpoint - Zhonggong Education plans to establish a wholly-owned subsidiary in the Hengqin Guangdong-Macao Deep Cooperation Zone to accelerate market expansion in South China and promote sustainable development [1] Group 1 - The new subsidiary, tentatively named Zhonggong Zhiyuan (Zhuhai Hengqin) Education Technology Co., Ltd., will have a registered capital of 150 million yuan [1] - The establishment of this subsidiary is part of the company's strategy to enhance its presence in the South China market [1]

Group 1 - The core point of the article is that the company plans to establish a wholly-owned subsidiary in the Hengqin Guangdong-Macao Deep Cooperation Zone to accelerate its expansion in the South China market and promote sustainable development [1] Group 2 - The new subsidiary, tentatively named Zhonggong Zhiyuan (Zhuhai Hengqin) Education Technology Co., Ltd., will have a registered capital of 150 million yuan [1]