北京市嘉源律师事务所 关于宣亚国际营销科技（北京）股份有限公司 2025 年第二次临时股东会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致：宣亚国际营销科技（北京）股份有限公司 北京市嘉源律师事务所 关于宣亚国际营销科技（北京）股份有限公司 2025 年第二次临时股东会的法律意见书 嘉源(2025)-04-900 北京市嘉源律师事务所（以下简称"本所"）接受宣亚国际营销科技（北京） 股份有限公司（以下简称"公司"）委托，根据《中华人民共和国公司法》（以 下简称"《公司法》"）《上市公司股东会规则》（以下简称"《股东会规则》"）等现 行有效的法律、行政法规、部门规章、规范性文件（以下简称"法律法规"）以 及《宣亚国际营销科技（北京）股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，指派本所律师对公司 2025 年第二次临时股东会（以下简称"本次 股东会"）进行见证，并依法出具本法律意见书。 为出具本法律意见书，本所指派律师见证了本次 ...

证券代码：300612 证券简称：宣亚国际 公告编号：2025- 068 宣亚国际营销科技（北京）股份有限公司 2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东会未出现否决议案的情形。 2、本次股东会未涉及变更以往股东会已通过的决议。 3、本次股东会召开期间没有增加或变更议案。 一、会议召开情况 （一）会议召开的日期、时间： 1、现场会议召开时间：2025年12月8日（星期一）14:30开始。 2、网络投票时间： 通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 12 月 8 日 9:15-9:25，9:30-11:30，13:00-15:00。 通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 12 月 8 日 9:15-15:00。 （二）现场会议召开地点：北京市朝阳区双桥街12号41幢平房101室宣亚 国际营销科技（北京）股份有限公司（以下简称"上市公司"、"公司"）1 层会议室。 （四）会议召集人：公司董事会 （五）会议主持人：董事长任翔先生 （六）本次股东会会 ...

Investment Rating - The report maintains a "Recommendation" rating for the media industry, expecting the industry index to outperform the benchmark index by over 5% in the next 3-6 months [2][40]. Core Views - The media sector is anticipated to experience a rebound, particularly in gaming and AI applications, with significant growth potential in these areas. The report emphasizes the importance of both sharpness and allocation in the current market environment [3][6]. - The gaming market is highlighted as entering a favorable valuation zone, with specific companies like Giant Network and Century Huatong recommended for investment [6][16]. - The film market is recovering, with the total box office reaching approximately 437.06 billion yuan, which is about 78% of the 2019 level, indicating a strong recovery trajectory [19][20]. Market Performance Review - The media sector index fell by 3.86% last week, underperforming the CSI 300 index, which rose by 1.28%, resulting in a relative underperformance of 5.14% [9][10]. - The total market capitalization of the media sector is approximately 19,595.28 billion yuan, with a circulating market value of 17,850.96 billion yuan [3]. Gaming Market Insights - Tencent's products dominate the iOS gaming market, with titles like "Peace Elite" and "Love and Deep Space" performing strongly [16]. - Upcoming game releases include "Rust" and "PUBG: BLACK BUDGET," which are expected to generate significant interest [18]. Film Market Overview - The film "Zootopia 2" has achieved a box office of nearly 23 billion yuan within six days, with projections suggesting it could help the total annual box office exceed 500 billion yuan [27]. - The total box office for the year has reached 437.06 billion yuan, with a recovery rate of approximately 78% compared to 2019 [19][22]. Important News and Company Announcements - The establishment of the first micro-short drama export base in Shanghai marks a significant development in the media industry [27]. - Tencent's Magic Cube Studio celebrated its 15th anniversary, announcing major updates for several IP titles, indicating ongoing innovation in the gaming sector [28].

Core Viewpoint - XuanYa International (300612) has shown a slight increase in stock price, with a closing price of 17.33 yuan on December 5, 2025, reflecting a 1.94% rise, amidst mixed capital flows from different investor types [1]. Group 1: Stock Performance and Capital Flow - On December 5, 2025, the stock recorded a trading volume of 200,800 hands and a total transaction amount of 343 million yuan [1]. - The net inflow of main funds was 3.388 million yuan, accounting for 0.99% of the total transaction amount, while retail investors saw a net inflow of 16.6232 million yuan, representing 4.85% of the total [1]. - Over the past five days, the stock experienced fluctuations, with a notable drop of 8.65% on December 3, 2025, and a significant net outflow of main funds on December 4, 2025, amounting to 30.5352 million yuan [2]. Group 2: Financial Metrics and Industry Comparison - As of the latest report, XuanYa International's total market value is 3.127 billion yuan, significantly lower than the cultural media industry average of 11.182 billion yuan [3]. - The company reported a net profit of -19.1717 million yuan for the first three quarters of 2025, which is a 14.55% increase year-on-year, indicating a worsening financial position despite the increase in losses [3]. - The gross profit margin stands at 38.45%, which is considerably higher than the industry average of 22.42%, suggesting a competitive edge in profitability despite overall financial challenges [3].

Group 1 - The core viewpoint of the article is that Xuan Ya International (300612.SZ) received a BB rating in the latest ESG assessment by Huazheng Index, with a slight decline in ranking among media industry A-share listed companies [1][3] - The latest ESG rating was published on October 31, 2025, and the previous rating was on July 31, 2025, where the company also held a BB rating [1] - Xuan Ya International ranked 37 out of 68 companies in the media industry in the latest ESG rating, down from 35 in the previous assessment [1] Group 2 - In terms of detailed scores, Xuan Ya International received an E score of 60.66, rated CC, ranking 49 out of 68 in the industry [3] - The S score was 75.13, rated BB, with an industry ranking of 42 out of 68 [3] - The G score was 78.49, rated BB, ranking 34 out of 68 in the industry [3] Group 3 - Huazheng Index is a professional company engaged in index and index investment services, authorized to compile indices for the Shanghai Stock Exchange, Shenzhen Stock Exchange, and Hong Kong Stock Exchange [3] - Securities Star has established an ESG Ecological Alliance to facilitate communication and collaboration among listed companies, investment institutions, and ESG research and rating agencies [3]

Core Viewpoint - XuanYa International (300612) experienced a decline in stock price and significant net outflow of funds on December 4, 2025, indicating potential investor concerns and market volatility [1][2]. Group 1: Stock Performance - On December 4, 2025, XuanYa International closed at 17.0 yuan, down 2.47%, with a turnover rate of 12.92% and a trading volume of 232,300 hands, resulting in a transaction amount of 398 million yuan [1]. - The stock's performance over the past five days shows a significant decline, with a peak closing price of 19.85 yuan on November 28, 2025, followed by a drop to 17.00 yuan by December 4, 2025 [2]. Group 2: Fund Flow Analysis - On December 4, 2025, the net outflow of main funds was 30.54 million yuan, accounting for 7.68% of the total transaction amount, while retail investors saw a net inflow of 54.44 million yuan, representing 13.69% of the total transaction amount [1][2]. - The five-day fund flow data indicates a trend of increasing retail investor interest despite the overall decline in stock price, with retail net inflows on December 3 and December 4 [2]. Group 3: Financial Metrics and Industry Comparison - As of the latest report, XuanYa International has a total market value of 3.068 billion yuan, significantly lower than the cultural media industry average of 11.153 billion yuan, ranking 66th in the industry [3]. - The company reported a net profit of -19.17 million yuan for the first three quarters of 2025, a 14.55% increase year-on-year, while its main revenue decreased by 40.1% to 257 million yuan [3]. - The gross profit margin stands at 38.45%, which is notably higher than the industry average of 22.42%, indicating a competitive edge in profitability despite overall financial challenges [3].

Core Viewpoint - The AI application sector is experiencing significant volatility, leading to substantial declines in stock prices for several companies involved in this space [1] Group 1: Company Performance - Langchao Software hit the daily limit down, indicating a severe drop in its stock price [1] - Fushi Holdings fell over 10%, reflecting negative market sentiment [1] - Other companies such as Xuan Ya International, InSai Group, Tianlong Group, and Jiecheng Co. also experienced notable declines, with their stock prices among the hardest hit [1]

Core Viewpoint - XuanYa International (300612) reported a closing price of 18.91 yuan on December 1, 2025, down 4.74%, with a turnover rate of 20.15% and a trading volume of 362,500 hands, resulting in a transaction amount of 690 million yuan [1] Financial Performance - For the first three quarters of 2025, the company's main revenue was 257 million yuan, a year-on-year decrease of 40.1% [5] - The net profit attributable to shareholders was -19.17 million yuan, an increase of 14.55% year-on-year [5] - The third quarter alone saw a main revenue of 64.25 million yuan, down 33.27% year-on-year, with a net profit of -10.30 million yuan, a slight increase of 0.35% year-on-year [5] - The company's gross profit margin stood at 38.45% [5] Capital Flow - On December 1, 2025, the net outflow of main funds was 29.48 million yuan, accounting for 4.27% of the total transaction amount, while retail investors saw a net inflow of 29.56 million yuan, also accounting for 4.28% of the total transaction amount [1] - In the financing aspect, the company had a financing buy of 75.01 million yuan and a financing repayment of 56.64 million yuan, resulting in a net financing buy of 18.36 million yuan [2] Comparative Metrics - XuanYa International's total market value is 3.412 billion yuan, significantly lower than the cultural media industry average of 11.627 billion yuan [3] - The company's net assets are 480 million yuan, compared to the industry average of 5.04 billion yuan [3] - The price-to-earnings ratio (P/E) is -133.49, while the industry average is 73.29 [3] - The net profit margin is -7.48%, worse than the industry average of -3.69% [3]

Group 1 - The company, Xuan Ya International (300612), stated that it will strictly adhere to relevant regulations in disclosing the number of shareholders at specific reporting periods in its regular reports [1]

Core Viewpoint - XuanYa International (300612) is expanding its high-quality client resources in the new energy vehicle sector, providing comprehensive marketing services including performance advertising, brand advertising, and integrated marketing communication [1] Group 1: Business Development - The company has a rich industry experience and professional service capabilities in serving automotive clients [1] - In the first half of 2025, the revenue from internet marketing services for automotive industry clients accounted for 71.32% of the company's total revenue [1] - The company aims to collaborate with more high-quality clients in the automotive industry to meet customer needs and provide more comprehensive and efficient marketing services [1]