北京市汉坤（深圳）律师事务所 关于 广东德生科技股份有限公司 2025 年第一次临时股东会的 法律意见书 汉坤（证）字[2025]第 33874-1-O-2 号 中国广东省深圳市福田区中心四路 1-1 号嘉里建设广场第三座 20 层 518048 电话：(86 755) 3680 6500；传真：(86 755) 3680 6599 北京 上海 深圳 香港 海口 武汉 新加坡 纽约 硅谷 www.hankunlaw.com 致：广东德生科技股份有限公司 广东德生科技股份有限公司（以下简称"公司"）2025 年第一次临时股东会 （以下简称"本次股东会"）采取现场投票与网络投票相结合的方式召开，其中 现场会议于 2025 年 9 月 8 日 14:30 在广东省广州市天河区软件路 15 号二楼公司会 议室召开。北京市汉坤（深圳）律师事务所（以下简称"本所"）接受公司聘任， 指派本所律师对本次股东会进行见证，并根据《中华人民共和国公司法》《中华 人民共和国证券法》（以下简称"《证券法》"）《上市公司股东会规则》（以 下简称"《股东会规则》"）以及《广东德生科技股份有限公司章程》（以下简 称"《公司章程》"）等有关规 ...

Core Insights - The implementation of new social security regulations provides significant opportunities for the company in the social security and public service sector [1] - The company has established a grassroots service network covering nearly 170 cities, facilitating efficient execution of social security service solutions [1] AI Application - The company has developed a proprietary large model named "Zhiwei Jieyu" for the human resources vertical, accumulating service data from over 100 cities [1] - This model has been applied in key scenarios such as employment, medical services, and government affairs, enhancing job matching efficiency and streamlining medical payment services [1] - Future iterations of the model's training and reasoning capabilities are expected to improve as the new social security regulations are further implemented [1] Business Model Transformation - The company is accelerating its transformation towards data operation and industry extension, leveraging its identity value and positioning in public service [1] - It integrates various data resources to provide services such as data asset evaluation, registration, and integration, promoting deep fusion of data products and application scenarios [1] - The company is actively exploring industry RWA pathways to build a data operation service ecosystem centered around "people" [1] - Continuous innovation in AI applications and services is being pursued in flexible employment and medical payment scenarios, opening up broader development opportunities for the future [1]

Group 1 - The implementation of the new social security regulations starting in September is expected to provide significant development opportunities for government service enterprises, as it elevates policy execution to a legal level [1] - The company has established a grassroots service network covering nearly 170 cities and is leveraging AI technology to optimize core service scenarios such as employment, medical care, and government affairs [1] - The company has developed a large model named "Zhiwei Jieyu" specifically for the human resources vertical, accumulating service data from over 100 cities, which will enhance the training and inference capabilities of the model [1] Group 2 - In the employment scenario, the company focuses on key demographics such as flexible workers, college graduates, and veterans, using AI tools to improve job matching efficiency and providing comprehensive services including training support and subsidy applications [2] - The company has partnered with China UnionPay and Guangzhou Medical Insurance to develop a "seamless medical payment platform," facilitating convenient payment and contract services through its "Bianmin Yifutong" mini-program [2] - The company is enhancing its data asset operations by integrating various data resources and collaborating with data merchants and local governments to break through traditional human resources business limitations [2]

Group 1: Business Impact of New Regulations - The implementation of new social security regulations will elevate policy execution to a legal level, providing significant development opportunities for government service enterprises. The company has established a grassroots service network covering nearly 170 cities, enhancing the efficiency of social security service solutions [2][3]. Group 2: Technological Integration and Innovation - The company is leveraging AI technology to optimize core service scenarios such as employment and medical services, having developed a large model "Zhiwei Jieyu" with service data from over 100 cities. This technological advancement is expected to positively impact business progression [2][3]. Group 3: Data Operations and Market Positioning - The company has recently won the bid for the "Guangzhou Data Exchange (Tianhe) Service Zone Operation" project, aiming to enhance data operation services by integrating various data resources and promoting the assetization of data [3][4]. Group 4: Employment and Medical Service Strategies - In the employment sector, the company focuses on flexible workers, college graduates, and veterans, utilizing AI tools to improve job matching efficiency and providing comprehensive services such as training and subsidy applications. In the medical sector, partnerships with China UnionPay and Guangzhou Medical Insurance have led to the development of a seamless payment platform for medical services [5][6]. Group 5: Market Challenges and Future Directions - The company faces challenges in business expansion due to cyclical market demand adjustments and increased complexity in G-end project initiation. This necessitates a transformation in business models and organizational structure, which has temporarily raised management costs and time investments [5][6]. The company prefers partnerships with entities possessing core resources and operational capabilities for potential mergers and acquisitions [6][7].

Core Insights - The State Council has issued the "Opinions on Deepening the Implementation of 'Artificial Intelligence+' Action," marking the entry of artificial intelligence into the national strategic implementation phase [2] - Desheng Technology (002908) aligns with policy directions through its dual-driven model of "Smart Governance + Livelihood Consumption," presenting significant growth opportunities in areas such as public welfare, governance capabilities, and data innovation [2] Policy Implementation - The policy emphasizes accelerating implementation in scientific technology, industrial development, public welfare, and governance capabilities, strengthening eight foundational capabilities including model capability, data supply, and computing power support [2] Company Developments - Desheng Technology's self-developed employment intelligence system has been promoted in multiple regions, providing precise employment services for key groups such as college graduates and veterans [2] - In the healthcare sector, the "seamless payment" user base has approached 3 million, with ongoing expansion into health management and intelligent diagnosis value-added services [2] - The company's self-developed large model has assisted various regions in upgrading social security systems, achieving an accuracy rate of over 99% in government Q&A [2] Data Integration - Leveraging long-term data accumulation in human resources, employment, and healthcare, Desheng Technology has developed a comprehensive data operation service plan, promoting deep integration of data elements with industrial scenarios [2] - Industry insiders believe that the issuance of the "Opinions" will provide policy support for the company's continuous breakthroughs in AI livelihood and smart governance, accelerating the establishment of a new pattern of intelligent social governance and public services [2]

Core Viewpoint - Guangdong Desheng Technology Co., Ltd. has engaged in a comprehensive investor survey with 25 institutions, providing insights into its operational status, future development directions, and business breakthroughs [1] Group 1: Investor Relations Activity - The investor relations activities included targeted surveys, performance briefings, site visits, and conference calls, scheduled for August 24 and August 26, 2025 [2] - Participants included various investment institutions, financial media, and securities firms, with key company representatives present [2] Group 2: Operational Analysis - The company reported significant growth in its card issuance business, with a year-on-year increase of 20.47% in the issuance of third-generation cards, totaling over 11 million cards [3] - New contracts in human resources operations and big data services grew by 12.87% year-on-year, expected to positively impact performance in the second half of the year [3] - The gross profit margin improved by 4.03% year-on-year, attributed to the reduction of low-margin businesses and optimization of employment service models [3] - Despite a decrease in absolute values of three major expenses, their proportion of revenue increased year-on-year, indicating a need for improved cost efficiency [3] - The G-end business faced pressure due to extended project initiation cycles and increased complexity, prompting a transformation in the business model [3] - Organizational restructuring costs increased due to the transformation of the business model, leading to higher management costs and time investment [3] Group 3: Future Development Directions - The company aims to solidify its position as a "social security card service provider," focusing on employment, medical, and government services, and creating a human-centered service ecosystem in collaboration with B-end partners [3] - Leveraging AI, the company plans to establish an integrated online and offline operational service system to achieve sustainable revenue, with significant market potential [3] Group 4: Q&A Highlights - AI applications have been successfully implemented in government, employment, and medical scenarios, with over 100 cities covered in government services and an accuracy rate exceeding 99% in Dongguan [4] - The revenue share from human resources operations and big data services is nearly 30%, with AI applications expected to offset declines in traditional business [4] - The employment service model has been standardized for rapid replication across cities, enhancing job matching efficiency through AI [4] - The company sees opportunities in stablecoins as financial innovation tools, exploring their integration with social security card issuance and public service scenarios [4] - In the medical field, the company has partnered with UnionPay and medical insurance to develop a "seamless medical payment platform," with nearly 3 million signed users [4] - The company anticipates stable card issuance rates in the coming years, with some cities having over 50% potential for third-generation card replacements [4] - The reduction in shareholding by the controlling shareholder was to alleviate pledge liabilities from a previous non-public share issuance [4] - Despite challenges from market conditions and G-end business, the company remains confident in its profitability and performance transformation, referencing an employee stock ownership plan released in April [4]

Group 1: Business Performance Highlights - The company achieved a 20.47% year-on-year increase in the issuance of the third-generation social security cards, with over 11 million cards issued in the first half of the year [3] - New contract amounts for "Human Resources Operation and Big Data Services" grew by 12.87% year-on-year, expected to reflect in performance in the second half of the year [3] - Gross profit margin increased by 4.03% year-on-year, driven by a reduction in low-margin business revenue and optimization of service models [3] Group 2: Challenges and Areas for Improvement - Although absolute values of the company's three major expenses decreased, their proportion of revenue increased year-on-year due to higher investments in team building and resource allocation [4] - The company faces pressure on performance due to extended initiation cycles and increased complexity of government projects, prompting a shift towards smaller service orders [4] - Organizational changes during the business model transition have led to increased management costs and time investments [4] Group 3: Future Development Directions - The company aims to solidify its position as a "social security card service provider," focusing on employment, medical, and government services while building a human-centered service ecosystem [4] - Plans to leverage AI support platforms to create an integrated online and offline operational service system, enhancing connections with public service scenarios [4] - The market potential is projected to be in the hundreds of billions, depending on the population size and service depth in covered cities [4] Group 4: Q&A Insights - AI application services are expected to compensate for declines in traditional business, with nearly 30% of revenue coming from "Human Resources Operation and Big Data Services" [6] - The company has developed a standardized service model for employment services, which can be rapidly replicated across cities [7] - The issuance of social security cards is expected to maintain a steady pace, with over 50% of the third-generation cards still needing to be issued in some cities [9] - The company remains optimistic about future revenue and profit levels despite market challenges and organizational adjustments [9]

Core Viewpoint - The financial performance of Desheng Technology (002908) has shown a decline in revenue and net profit for the first half of 2025, indicating potential challenges ahead for the company [1]. Financial Performance - As of the latest report, Desheng Technology's total operating revenue for the first half of 2025 was 249 million yuan, a year-on-year decrease of 14.27% [1]. - The net profit attributable to shareholders was approximately 8.87 million yuan, down 36.47% year-on-year [1]. - The non-recurring net profit was about 6.73 million yuan, reflecting a 40.33% decrease compared to the previous year [1]. - The company's liquidity ratios are strong, with a current ratio of 3.344 and a quick ratio of 3.068, while the debt-to-asset ratio stands at 21.52% [1]. Stock Performance - As of August 25, 2025, Desheng Technology's stock closed at 11.97 yuan, with a slight increase of 0.17% [1]. - The trading volume was 296,800 hands, with a total transaction value of 353 million yuan [1]. - There was a net outflow of main funds amounting to approximately 24.22 million yuan, accounting for 6.86% of the transaction value [1]. Company Background - Desheng Technology, established in 1999 and located in Guangzhou, primarily engages in the manufacturing of computers, communications, and other electronic devices [1]. - The company has a registered capital of approximately 4.31 billion yuan and a paid-in capital of about 2.01 billion yuan [1]. - The legal representative of the company is Guo Xiaobin [1]. Investment and Intellectual Property - Desheng Technology has made investments in 25 enterprises and participated in 1,856 bidding projects [2]. - The company holds 209 trademark registrations and 69 patents, along with 19 administrative licenses [2].

Core Insights - Desheng Technology (002908) reported a revenue of 249 million yuan and a net profit attributable to shareholders of 8.87 million yuan for the first half of 2025, indicating a strategic focus on upgrading and optimizing its business structure in the social security and public service sectors [1][2] - The company has made significant progress in the application of AI technology across key areas such as employment, healthcare, and government services, with a gross profit margin increase of 4.03% year-on-year [1] Group 1 - The number of cities served by the third-generation social security card has increased to nearly 170, maintaining a leading market share in the industry [1] - The "AI Employment" service, developed in collaboration with Jinsihuaqin, has reached over 200,000 users, while the "Seamless Medical Payment" service has been integrated into over 100 top-tier hospitals in Guangzhou, with signed users exceeding 2.5 million [1] - The company has been awarded the role of secretary unit for the Guangzhou Data Element Industry Association and has won the bid for the "Guangzhou Data Exchange Service Zone Operation" project, marking substantial progress in the marketization of data elements [1] Group 2 - Research and development investment for the first half of the year amounted to 37.75 million yuan, accounting for 15.19% of revenue, with a focus on the "Zhiwei Jieyu" large model, which has been approved for national cybersecurity filing [2] - The AI model has been implemented in provinces such as Hubei, Henan, and Guangdong, enhancing government service efficiency by over 40% [2] - The company aims to consolidate its leading position in the social security and public service sectors through technological innovation and service upgrades in response to industry policy adjustments and technological iterations [2]

Core Insights - The company reported a revenue of approximately 249 million yuan and a net profit of about 8.87 million yuan for the first half of 2025, indicating a steady performance amidst ongoing industry changes and digital transformation [1] - The company has seen a 12.87% year-on-year increase in new contract amounts, reflecting its strategic focus on optimizing business structure and service capabilities [1] Business Development - The company is advancing its role as a "social security card service provider," with nearly 170 cities participating in the issuance of the third-generation social security card, contributing to its market leadership [1] - In the digital employment service sector, the company is collaborating with Jinse Huqin to enhance operational synergy, with its "AI Employment" product being implemented in multiple regions, creating benchmark cases for employment matching [1] - The "AI Employment Counselor" developed by the company has been launched in cities like Guangzhou and Changsha, providing a full-process intelligent service that has served over 200,000 individuals [1] Healthcare Financial Services - The company has partnered with China UnionPay to create a "seamless medical payment" model, which has been integrated into the 2025 Guangzhou government work report, with over 100 top-tier medical institutions connected and more than 2.5 million signed users [2] - The accompanying app "Convenient Medical Payment" has achieved over 60,000 weekly active users, expanding service scenarios to areas like Dongguan and Zhongshan [2] Government Services - The company is building an AI Agent multi-channel service network and has launched its self-developed large model "Zhiwei Jieyu," which has been registered with national cybersecurity authorities and deployed locally in several provinces [2] - The implementation of this model has improved government service efficiency by over 40% in relevant regions [2] Data Application - The company is deepening the construction of "data supermarkets" and local "service zones," winning a bid for the operation of the Guangzhou Data Exchange (Tianhe) zone [2] - The company is also involved in the publication of "Data Product Development and Management," which includes practical cases in the public data sector [2] Future Strategy - The company aims to maintain its core operational goals of cash flow and profit preservation while accelerating the integration of scenarios, technology, and data in its core business areas, including social security card services, digital employment, AI governance, and data operations [3]