杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 电话：+ 86 571 8790 1110 传真：+ 86 571 8790 2008 www.tclawfirm.com 浙江天册律师事务所 关于思美传媒股份有限公司 2025 年第二次临时股东大会的 法 律 意 见 书 1 法律意见书 浙江天册律师事务所 关于思美传媒股份有限公司 2025 年第二次临时股东大会的 法律意见书 编号：TCYJS2025H1234 号 致：思美传媒股份有限公司 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》（以下简称"《证券法》"）和《上市公司股东会规则》（以下简称"《股东会规 则》"）等法律、法规和规范性文件的要求，浙江天册律师事务所（以下简称"本所"） 接受思美传媒股份有限公司（以下简称"思美传媒"或"公司"）的委托，指派律师 参加思美传媒 2025 年第二次临时股东大会，并出具本法律意见书。 本法律意见书仅供思美传媒 2025 年第二次临时股东大会之目的使用。本所律 师同意将本法律意见书随思美传媒本次股东大会其他信息披露资料一并公告。 本次股东大会审议的议题和相关事项已经在会议通知中 ...

Group 1 - Oumei Medical (002950.SZ) shareholder Chen Haohua reduced holdings by 4.214 million shares, accounting for 0.67% of total shares, bringing his stake down to 10.87% [1] - Bestar (300822.SZ) shareholders plan to reduce holdings by up to 9.298731 million shares, representing 3% of total shares, within three months after 15 trading days [1] - Boying Special Welding (301468.SZ) shareholder Shenzhen Zhanxing Fund has reduced holdings by 2.616 million shares, accounting for 1.98% of total shares, since the disclosure of the reduction plan [1] Group 2 - Guizhou Gas (600903.SH) shareholders plan to reduce holdings by up to 34.5 million shares, representing 3% of total shares, within three months after 15 trading days [2] - Guotai Group (603977.SH) controlling shareholder has reduced holdings by 1.652 million shares, accounting for 0.266% of total shares, with the reduction plan completed [2] - Hongjing Technology (301396.SZ) directors plan to reduce holdings by up to 1.535 million shares, each accounting for 1% of total shares, within three months after 15 trading days [2] Group 3 - Huazhong Group (301027.SZ) senior management plans to reduce holdings by up to 32.8 million shares, 600,000 shares, 150,000 shares, and 500,000 shares respectively within three months after 15 trading days [1][2] - Mingyang Electric (301291.SZ) shareholders have completed a reduction of 3.23 million shares, accounting for 1.03% of total shares, with one shareholder required to buy back shares due to price issues [4] - Olin Bio (688319.SH) controlling shareholder plans to reduce holdings by up to 12.178 million shares, representing 3% of total shares, within three months after 15 trading days [5] Group 4 - Xinhai Technology (688595.SH) repurchase account reduced holdings by 1.071844 million shares, accounting for 0.75% of total shares, with the reduction plan completed [7] - Zhonghua Rock and Soil (002542.SZ) director Wang Hao completed a reduction of 500,000 shares, accounting for 0.0277% of total shares [8] - Zhongze Special Materials (300963.SZ) shareholder Shanghai Dunjia plans to reduce holdings by up to 8.0885 million shares, representing 1.76% of total shares, within three months after 15 trading days [9]

公司股东虞军保证向公司提供的信息披露内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 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。 证券代码：002712 证券简称：思美传媒 公告编号：2025-037 思美传媒股份有限公司 关于董事、高级管理人员减持股份计划期限届满公告 2025 年 7 月 23 日 思美传媒股份有限公司（以下称"公司"）董事、常务副总经理虞军女士于 2025 年 4 月 1 日向公司递交了《关于减持股份计划的告知函》（以下简称"减 持计划"），拟在减持计划公告之日起 15 个交易日后的 3 个月内以集中竞价交 易或大宗交易方式减持公司股份。具体内容详见公司于 2025 年 4 月 2 日刊登在 《证券时报》《上海证券报》及巨潮资讯网（www.cninfo.com.cn）的《思美传媒 股份有限公司关于董事、高管减持股份的预披露公告》（公告编号：2025-010）。 截至本公告日，本次减持计划期限已届满，期间虞军女士未减持公司股份。 特此公告。 思美传媒股份有限公司董事会 ...

广告营销板块短线走低，华媒控股（000607）触及跌停，华扬联众（603825）、龙韵股份、思美传媒 （002712）、遥望科技（002291）、天地在线（002995）等跟跌。 ...

思美传媒（002712）公告，预计2025年上半年净利润亏损1200万元-800万元。 ...

[Simei Media 2025 Semi-Annual Performance Forecast](index=1&type=section&id=Simei%20Media%20Co.%2C%20Ltd.%202025%20Semi-Annual%20Performance%20Forecast) [Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company anticipates a net loss of 8 million to 12 million yuan for the first half of 2025, a significant year-on-year decline from the prior year's profit Performance Forecast Summary | Item | Current Reporting Period | Prior Year Same Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders of Listed Company** | **Loss: 12 million yuan - 8 million yuan** | **Profit: 1.1586 million yuan** | | Year-on-Year Change | Decrease: 1135.73% - 790.49% | - | | **Net Profit After Deducting Non-Recurring Gains and Losses** | **Loss: 13 million yuan - 9 million yuan** | **Profit: 0.2953 million yuan** | | Year-on-Year Change | Decrease: 4502.30% - 3147.75% | - | | **Basic Earnings Per Share** | **Loss: 0.0239 yuan/share - 0.0165 yuan/share** | **Profit: 0.0021 yuan/share** | [Communication with Accounting Firm](index=1&type=section&id=II.%20Communication%20with%20Accounting%20Firm) The financial data in this performance forecast are preliminary estimates by the company's finance department and remain unaudited by certified public accountants - The financial data in this performance forecast are preliminary estimates by the company's finance department and have not been audited by a certified public accountant[3](index=3&type=chunk) [Explanation of Performance Change](index=1&type=section&id=III.%20Explanation%20of%20Performance%20Change) The company attributes the shift from profit to loss primarily to intense market competition, which has reduced the gross profit margin of its core digital marketing business - The primary reason for the year-on-year decline in net profit and non-recurring net profit is the **decrease in gross profit margin** of the digital marketing business due to intense market competition[4](index=4&type=chunk) [Risk Warning and Other Related Information](index=1&type=section&id=IV.%20Risk%20Warning%20and%20Other%20Related%20Information) The company warns investors that the performance forecast data are preliminary, advising caution as final financial figures will be based on the official 2025 Semi-Annual Report - This performance forecast represents preliminary estimates by the company's finance department, with final financial data subject to the official **2025 Semi-Annual Report**[5](index=5&type=chunk) - Investors are advised to exercise **caution in their investment decisions** and be aware of associated risks[5](index=5&type=chunk)

Group 1 - The board of directors of the company held its 25th meeting of the 6th session on July 8, 2025, via telecommunication voting, with all 8 directors present [1] - The meeting's procedures complied with the Company Law and the company's articles of association [1] - All resolutions passed with unanimous support, receiving 8 votes in favor, 0 against, and 0 abstentions [1] Group 2 - Director Wang Hong submitted a written resignation due to job relocation, resigning from both his director position and the strategic decision-making committee [2] - The board nominated and approved the election of Shen Guangli as a non-independent director candidate, pending shareholder meeting approval [2] - The board also appointed Zhang Xianjun as the financial officer to ensure orderly financial management, with the appointment effective upon board approval [2][3]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on July 24, 2025, at 15:00 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange trading system [2] - The deadline for shareholder registration is July 17, 2025, at 15:00 [2] Voting Procedures - Shareholders must choose either on-site or online voting to exercise their voting rights, with the first vote counted in case of duplicate votes [2][5] - Specific procedures for online voting include obtaining a "Shenzhen Stock Exchange digital certificate" or "investor service password" [8] Attendance Requirements - Individual shareholders must present valid identification and shareholder account information for registration [3] - Legal entity shareholders must provide a copy of the business license, identification of the legal representative, and shareholder account information [3][4] Proxy Voting - Shareholders can authorize a representative to attend the meeting and vote on their behalf, with specific documentation required for the proxy [6][9] - The proxy must present the authorization letter signed by the shareholder along with their identification [6][9] Agenda Items - The meeting will include non-cumulative voting proposals, with specific items to be voted on [3][7]

Core Points - The company has appointed Zhang Xianjun as the new financial officer to ensure orderly financial management and meet operational development needs [1][2] - The decision was made during the 25th meeting of the 6th Board of Directors held on July 8, 2025, following a nomination by the general manager and approval by the nomination and audit committees [1] - Zhang Xianjun's term will last until the end of the current Board's tenure [1] Summary of Related Information - Zhang Xianjun, born in August 1979, is a Chinese national with a master's degree and is a certified public accountant and senior accountant [3] - He has held various financial leadership positions in companies such as Huayou Natural Gas Co., Ltd. and Guizhou Huayou Natural Gas Co., Ltd. [3] - Zhang does not hold any shares in the company and meets all qualifications to serve as a senior management member without any legal or regulatory issues [3]

Group 1 - The resignation of non-independent director Wang Hong was due to work relocation, and he will no longer hold any positions in the company or its subsidiaries [1][2] - The board of directors held a meeting on July 8, 2025, to elect a new non-independent director, Shun Guangli, whose term will last until the end of the current board's term [1][2] - The election of the new non-independent director is subject to approval by the company's shareholders [2] Group 2 - The total number of directors who are also senior management or employee representatives does not exceed half of the total number of directors, complying with the company's articles of association [2] - Shun Guangli, the candidate for the non-independent director position, has a legal background and currently serves as the Deputy Director of the Legal Compliance Department at Sichuan Tourism Investment Group [2] - Shun Guangli does not hold any shares in the company and meets the qualifications to serve as a director without any disqualifying factors [2]