广东信达律师事务所 股东会法律意见书 中国 深圳 福田区益田路 6001 号太平金融大厦 11、12 楼 邮政编码：518038 11,12/F, Taiping Finance Tower, Yitian Road 6001, Futian District, Shenzhen, P. R. China 电话(Tel.)：(0755) 88265288 传真(Fax.)：(0755)88265537 网址(Website)：https://www.sundiallawfirm.com 广东信达律师事务所 关于浩云科技股份有限公司 2025年第二次临时股东会 法律意见书 信达会字[2025]第274号 致：浩云科技股份有限公司（下称"贵公司"、"公司"） 广东信达律师事务所接受贵公司的委托，指派周蒴婷律师及刘品律师（下称 "本所律师"）参加了贵公司2025年第二次临时股东会（下称"本次股东会"）， 并进行了必要的验证工作。现根据《中华人民共和国公司法》（下称"《公司法》"）、 《上市公司股东会规则》（下称"《股东会规则》"）、《深圳证券交易所上市 公司股东会网络投票实施细则》（下称"《网络投票实施细则》"）等 ...

Core Viewpoint - The company, Haoyun Technology, is currently not involved in the production of artificial intelligence chips but is actively investing in related fields through a wholly-owned subsidiary [1] Group 1: Business Operations - The main business of the company does not include products in the artificial intelligence chip sector [1] - The company is focused on technological innovation and industrial upgrading [1] Group 2: Investment Activities - The company has established a venture capital fund for technological innovation, which has invested in a domestically designed company in the AI field [1] - The invested company has successfully mass-produced AI inference products and brought them to market [1]

Core Insights - The photovoltaic operation and maintenance (O&M) sector is crucial in the solar energy industry, directly impacting the safety and profitability of power plants [1][10] - The rapid growth of the photovoltaic industry has led to an increasing demand for O&M services, resulting in a steady market expansion [1][10] Photovoltaic O&M Industry Overview - Photovoltaic O&M refers to the daily monitoring, maintenance, and management of solar power systems to ensure optimal energy output [2] - Key tasks in O&M include daily inspections, fault handling, data monitoring, and equipment maintenance and upgrades [2][10] Market Size and Growth - The Chinese photovoltaic O&M market is projected to reach approximately 36.65 billion yuan in 2024, representing a year-on-year growth of 42% [1][10] - The centralized O&M market is expected to be 19.41 billion yuan, while the distributed O&M market is estimated at 17.24 billion yuan [1][10] O&M Cost Trends - The O&M costs for distributed photovoltaic systems are projected to be 0.046 yuan/(W·year), while centralized ground stations are expected to be 0.038 yuan/(W·year) in 2024 [10][11] O&M Operational Models - The main operational models for photovoltaic O&M include asset entrustment, full-service O&M entrustment, and labor entrustment for O&M [10] Market Competition and Landscape - The O&M service market is characterized by a highly fragmented landscape, with numerous players competing for market share [1][12] - Leading companies in the industry include Yangguang Zhihui, Linyang O&M, Xianlin Smart O&M, and Zhengtai Zhihui, among others [1][12] Bidding and Tendering Situation - The demand for photovoltaic O&M services is robust, with an estimated bidding scale of approximately 116.47 GW in 2024, reflecting a year-on-year increase of around 76% [12] - Over 70% of the bids are for routine maintenance, with component cleaning services accounting for 18.74% and weeding services for 5.3% [12] Technological Trends in O&M - Future trends in photovoltaic O&M include the establishment of a full lifecycle data loop, interconnected maintenance devices, and the integration of AI for predictive maintenance and self-healing capabilities [12][14]

Group 1 - The company, Haoyun Technology (300448.SZ), stated on the investor interaction platform that its security products do not possess quantum communication technology [1]

Group 1 - The company, Haoyun Technology (300448.SZ), stated on the investor interaction platform that it does not possess military confidentiality qualifications and therefore cannot undertake the supply of military-related confidential products or projects [1]

Core Viewpoint - Haoyun Technology (300448) reported a significant increase in revenue but a substantial decline in net profit for the first half of 2025, indicating potential operational challenges despite revenue growth [1]. Financial Performance Summary - Total revenue for the reporting period reached 274 million yuan, a year-on-year increase of 76.41% [1]. - Net profit attributable to shareholders was -15.52 million yuan, a year-on-year decrease of 349.61% [1]. - In Q2 alone, total revenue was 213 million yuan, up 191.29% year-on-year, while net profit was -9.44 million yuan, down 405.53% year-on-year [1]. - The gross margin was 16.17%, a decrease of 64.59% year-on-year, and the net margin was -8.25%, down 448.72% year-on-year [1]. - Total operating expenses (selling, administrative, and financial) amounted to 41.41 million yuan, accounting for 15.11% of revenue, a decrease of 48.21% year-on-year [1]. - Earnings per share were -0.02 yuan, a decrease of 349.46% year-on-year [1]. Changes in Financial Items - Accounts receivable increased by 67.01% due to higher revenue [2]. - Contract liabilities decreased by 31.86% due to reduced advance payments [2]. - Lease liabilities decreased by 100% as the company paid off lease payments [2]. - Financial assets increased by 88.03% due to the purchase of wealth management products [2]. - Other current assets decreased by 38.47% due to a reduction in deductible and certified input tax [2]. Cash Flow and Investment Activities - Net cash flow from operating activities decreased by 303.19% due to increased cash payments for goods and services [4]. - Net cash flow from investing activities increased by 66.67% as the company reduced purchases of bank wealth management products [4]. - Net cash flow from financing activities increased by 106.1% as there were no share buybacks in the reporting period [4]. Business Evaluation - The company's historical return on invested capital (ROIC) has been relatively low, with a median of 12.54% since its listing, and a particularly poor ROIC of -4.53% in 2023 [5]. - The company has experienced two years of losses since its IPO, indicating a fragile business model [5]. - The company maintains a healthy cash asset position, which is crucial for its debt repayment capacity [5].

Core Points - The company has approved a profit distribution plan, proposing a cash dividend of 0.15 yuan per 10 shares, based on a total share count of 667,784,079 shares after excluding repurchased shares [2] - The company has not undergone any changes in its controlling shareholder or actual controller during the reporting period [4][5] - The company has revised its articles of association to include employee representative directors [6] - The company has completed the election of a new board of directors [7][8] - The controlling shareholder has released and pledged shares during the reporting period [9] - The company has signed a significant operational contract with Company X for project integration services [10] - The company has proposed a profit distribution plan for the fiscal year 2024, with a cash dividend of 0.18 yuan per 10 shares, totaling approximately 12.02 million yuan [11] - The profit distribution plan for 2024 has been approved by the annual general meeting of shareholders [11][12]

Group 1 - The Supervisory Board of Haoyun Technology Co., Ltd. held its eighth meeting of the fifth session, confirming the legality and accuracy of the procedures for the preparation and review of the 2025 semi-annual report and its summary [1][2] - The Supervisory Board unanimously agreed that the content of the 2025 semi-annual report accurately reflects the company's operational status during the reporting period, with no false records or misleading statements [1][2] - The voting result for the approval of the semi-annual report was 3 votes in favor, with no abstentions or oppositions [1][2] Group 2 - The Supervisory Board reviewed and approved the 2025 semi-annual profit distribution plan, stating it aligns with the company's actual situation and balances the interests of both short-term and long-term shareholders [2] - The voting result for the profit distribution plan was also 3 votes in favor, with no abstentions or oppositions [2] - The profit distribution plan will be submitted for review at the company's second extraordinary general meeting of 2025 [2]

Meeting Details - The second extraordinary general meeting of shareholders for 2025 will be held on September 8, 2025, at 15:00 [1] - Shareholders can participate either in person or via online voting, with specific time frames for each method [1][4] - The meeting will be held at the company's office located at Tianan Headquarters Center, Guangzhou [4] Eligibility and Attendance - All ordinary shareholders registered by September 2, 2025, are eligible to attend and vote [2] - Shareholders unable to attend in person may appoint a proxy to vote on their behalf [2][4] - Registration for attendance must be completed by September 5, 2025, through fax or mail [4] Agenda Items - The meeting will discuss several proposals, including amendments to the company's articles of association and governance systems [3] - A total of 10 proposals will be presented, with specific voting requirements for certain items [3] - Voting results will be separately counted and disclosed for minority investors [3] Voting Process - The voting will be non-cumulative, allowing shareholders to express their opinions as agree, disagree, or abstain [6] - Detailed procedures for online voting through the Shenzhen Stock Exchange will be provided [6] - Shareholders must ensure they follow the correct voting protocols to have their votes counted [6]

Core Viewpoint - Haoyun Technology Co., Ltd. reported a significant increase in revenue but faced a substantial decline in net profit during the first half of 2025, indicating challenges in maintaining profitability despite growth in sales [6][12]. Financial Performance - The company's operating revenue reached approximately 274 million yuan, marking a 76.41% increase compared to the same period last year [6][25]. - The net profit attributable to shareholders was approximately -15.52 million yuan, a decrease of 349.61% year-on-year [6][12]. - The net cash flow from operating activities was -78.40 million yuan, a decline of 303.19% compared to the previous year [6][13]. - Total assets increased by 5.46% from the end of the previous year, amounting to approximately 1.50 billion yuan [6]. Business Overview - The company operates as a provider of low-code smart IoT data platforms, enterprise-wide digital empowerment engines, and big data operation services [7][10]. - The low-code platform allows for rapid application development with minimal coding, significantly reducing development costs and time [8][9]. - The integration of AI technologies into the low-code platform enhances its capabilities, enabling automatic code generation and real-time knowledge assistance [19][21]. Market Position and Strategy - The company is focusing on expanding its market presence in various sectors, including finance, education, and public safety, leveraging its technological advancements [10][11]. - The digital economy's growth is driving demand for digital transformation services among small and medium-sized enterprises, presenting opportunities for the company [14][15]. - The combination of AI and low-code development is recognized as a key driver for digital transformation across industries, enhancing efficiency and reducing barriers to entry [15][16]. Risks and Challenges - The company faces risks related to product and technology development, talent shortages, intensified market competition, and management challenges as it expands its operations [1][2][3]. - The increasing competition in the market may pressure profit margins and market share, necessitating continuous innovation and cost management [2][3]. Future Outlook - The company aims to capitalize on the growing demand for digital transformation and AI integration, positioning itself as a leader in the low-code and IoT sectors [14][15]. - Ongoing investments in research and development are expected to enhance the company's technological capabilities and product offerings [21][22].