北京市金杜律师事务所 关于北京东方国信科技股份有限公司 2025 年第二次临时股东会的法律意见书 致：北京东方国信科技股份有限公司 北京市金杜律师事务所（以下简称本所）接受北京东方国信科技股份有限公 司（以下简称公司）的委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以下简 称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳门特 别行政区和中国台湾省）现行有效的法律、行政法规、规章和规范性文件和现行 有效的公司章程有关规定，指派律师出席了公司于 2025年 9月 26日召开的 2025 年第二次临时股东会（以下简称本次股东会），并就本次股东会相关事项出具本法 律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括： 1．经公司 2024 年第一次临时股东大会审议通过的《北京东方国信科技股份 有限公司章程（修订案）》（以下简称《公司章程》）； 2．公司 2025 年 9 月 11 日刊登于巨潮资讯网及深圳证券交易所网站 （htt ...

证券日报网讯东方国信（300166）9月25日在互动平台回答投资者提问时表示，公司高度重视收购项目 的合规运营与财务真实性问题，对中科视拓(视拓云)的并购交易，公司已建立严格的事前尽职调查、事 中管控及事后整合机制，全面保障财务信息的真实性、准确性与完整性，切实维护投资者利益。 ...

Group 1: Stock Performance and Financing - On September 24, Dongfang Guoxin's stock rose by 3.83%, with a trading volume of 523 million yuan [1] - The financing buy-in amount for Dongfang Guoxin on the same day was 82.67 million yuan, while the financing repayment was 57.47 million yuan, resulting in a net financing buy of 25.19 million yuan [1] - As of September 24, the total financing and securities lending balance for Dongfang Guoxin was 953 million yuan, with the financing balance accounting for 7.51% of the circulating market value, indicating a high level compared to the past year [1] Group 2: Business Overview - Dongfang Guoxin, established on July 28, 1997, and listed on January 25, 2011, is based in Beijing and specializes in providing enterprise-level big data and cloud computing products, industrial internet platforms, and overall industry solutions [1] - The company's main business revenue composition includes: custom software development and services (76.59%), system integration (16.14%), cloud computing (5.60%), and software products (1.68%) [1] Group 3: Shareholder and Financial Data - As of June 30, the number of shareholders for Dongfang Guoxin was 85,700, a decrease of 4.37% from the previous period, while the average circulating shares per person increased by 4.57% to 10,573 shares [2] - For the first half of 2025, Dongfang Guoxin reported a revenue of 941 million yuan, a year-on-year decrease of 8.37%, and a net profit attributable to shareholders of -79.17 million yuan, a significant decline of 625.60% [2] - Since its A-share listing, Dongfang Guoxin has distributed a total of 156 million yuan in dividends, with no dividends paid in the last three years [3]

Core Viewpoint - The company, Dongfang Guoxin, reported successful progress in its intelligent computing center business, with long-term service agreements signed with leading internet clients for its facilities [1] Group 1: Business Development - The intelligent computing center in Hohhot, Inner Mongolia, has begun generating revenue after the delivery of Building 1 (22 MW) in June [1] - Buildings 2, 3, and 5 (totaling 68 MW) are nearing installation completion and are expected to be operational by the end of this year [1] - The main structure of Buildings 4 and 6 (totaling 110 MW) was completed in August, with production anticipated by the end of next year [1]

Group 1 - The company Dongfang Guoxin announced that on September 23, 2025, it will accept research from investors including Huashan Fund, with Chairman and General Manager Guan Lianping participating in the meeting and addressing investor questions [1] Group 2 - The article mentions the development of the J-35 and China's plans for an electromagnetic catapult rocket, with expectations for a global first launch by 2028 [1]

Group 1: Company Strategy and Technology Development - The company focuses on core capabilities in big data, artificial intelligence, and cloud computing, evolving through three main stages: code development, low-code, and generative AI [1][2] - Generative AI technology enables 70% automation in development, significantly reducing costs and aligning with digital transformation needs across industries [2][4] - The company emphasizes the construction of knowledge graphs, transforming multi-source data into high-value structured knowledge, which is crucial for intelligent decision-making [3][4] Group 2: Business Development and Growth Points - The company is experiencing a performance turning point, with traditional business recovering and new business growth strong [5][16] - Opportunities in operator business arise from data centralization initiatives by major telecom operators, leveraging 15 years of experience with China Unicom [5][7] - The company has established a resource pool of nearly 40,000 GPUs, serving over 700,000 C-end users and more than 6,000 enterprises [5][6] Group 3: AI and Cloud Services Integration - The company is building a core strategy of "cloud services + AI + data," integrating years of technological accumulation in enterprise-level big data and AI [4][16] - The company has developed a full-stack service system covering data processing, model training, inference deployment, and industry applications [4][16] - The company aims to enhance its competitive advantage by efficiently mining data value for clients in telecommunications, finance, industry, and government sectors [4][16] Group 4: Financial Health and Future Outlook - Despite recent performance pressures due to macroeconomic factors and industry competition, the company maintains healthy cash flow, providing a solid foundation for business development [5][16] - The company expects to see revenue growth from operator business and the successful launch of its intelligent computing center, which has signed long-term contracts with major internet clients [5][16] - The company is confident in its ability to recover and grow, driven by traditional core business stabilization, new business contributions, and cost optimization efforts [16][17]

Core Insights - Dongfang Guoxin has confirmed that the first building of the Inner Mongolia Intelligent Computing Center (22MW) was delivered in June and has started generating revenue [1] - The second, third, and fifth buildings (totaling 68MW) are nearing installation completion and are expected to commence operations by the end of this year [1] - The fourth and sixth buildings (totaling 110MW) completed their main structure topping in August and are projected to be operational by the end of next year [1]

Core Viewpoint - The company is currently experiencing a transitional phase in its performance, with healthy cash flow supporting business development despite short-term pressures on earnings [1][2] Group 1: Company Strategy and Focus - The company is focusing on building core capabilities in big data, artificial intelligence, and cloud computing, leveraging generative technology to enhance existing data warehouse efficiency [1][2] - The strategic framework integrates "cloud services + AI + data," utilizing nearly 40,000 GPU resources and an AutoDL platform to create a comprehensive service system from data processing to industry applications [2][3] Group 2: Business Performance and Growth - Traditional core business is stabilizing, with new opportunities arising, particularly in the telecommunications sector where the company is positioned to benefit from the IT system centralization of major operators [2][3] - New business segments are entering a harvest phase, with the Inner Mongolia data center already generating revenue and additional facilities expected to come online, contributing significantly to income [3][4] Group 3: Operational Efficiency and Cost Management - The company has been optimizing internal management and improving operational efficiency, with historical burdens gradually diminishing, setting a solid foundation for profit recovery [3][4] - Future plans include deepening collaboration with the subsidiary, expanding market share in operator IT centralization, and ensuring the effective construction and operation of data centers [4]

Company Strategy and Technology Development - The company focuses on core capabilities in big data, artificial intelligence, and cloud computing, evolving through three main stages: code development, low-code, and now generative AI [2] - Generative technology allows for 70% automation in development, significantly reducing costs and aligning with digital transformation needs across industries [2] - The company utilizes a symbolic approach to enhance data accuracy, addressing limitations of mainstream large language models [2] Knowledge Accumulation and AI Application - Emphasis on building knowledge graphs to convert multi-source data into high-value structured knowledge, particularly in telecommunications, finance, and industry [3] - The company has established six engineering frameworks to facilitate AI application deployment, completing numerous projects for ToB clients [3] - A dual-version product "Wenshengshu" targets both enterprise and individual users, with nearly 6,000 listed companies processed [4] Business Development and Growth Points - Despite recent performance pressures, the company maintains healthy cash flow and is at an inflection point with traditional business recovery and strong new business growth [5] - Opportunities in operator business due to data centralization initiatives by major telecom companies [5] - The company has a GPU resource pool of nearly 40,000 cards, serving over 70,000 C-end users and 6,000 enterprises [5] Collaboration with Shitop Cloud - Collaboration with Shitop Cloud enhances resource integration, ecosystem building, and commercial synergy, reinforcing the "cloud + AI + data" strategy [7] - Shitop Cloud leads the C-end computing retail market, with a business scale surpassing the combined total of its next nine competitors [9] - The company aims to capture 20% to 50% market share in the educational and research sectors, estimated at around 5 billion RMB [10] Future Outlook and Challenges - The company anticipates a recovery in performance driven by traditional business stabilization and new business contributions, particularly from the intelligent computing center [17] - Cost optimization and historical burden clearance are expected to support profit recovery [18] - The company is cautious about future acquisitions, focusing on growth potential and synergy [16]

Core Viewpoint - The company emphasizes that its stock price is influenced by various factors including macroeconomic environment, industry policies, market sentiment, and funding preferences, leading to certain volatility [1] Group 1: Company Operations - The company reports that its current operating conditions are normal, with all business activities proceeding in an orderly manner [1] - There are no significant undisclosed information that should be revealed by the company [1] Group 2: Strategic Focus - The management is committed to focusing on the development of its core business and enhancing the company's core competitiveness and intrinsic value [1] - The company plans to align with national strategies in digital economy and artificial intelligence, aiming to deliver good performance to investors in the future [1]