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层 邮政编码：518038 11&12/F, TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA 电话(Tel.)：(86 755)88265288 传真(Fax.)：(86 755)88265537 电子邮件(Email)：info@sundiallawfirm.com 网址(Website)：www.sundiallawfirm.com 关于万兴科技集团股份有限公司 2025年第二次临时股东会的 法律意见书 信达会字[2025]第223号 致：万兴科技集团股份有限公司 广东信达律师事务所（以下简称"信达"）接受万兴科技集团股份有限公司 （以下简称"公司"）委托，指派信达律师出席公司2025年第二次临时股东会（以 下简称"本次股东会"），对本次股东会的合法性进行见证，并出具本《广东信 达律师事务所关于万兴科技集团股份有限公司2025年第二次临时股东会的法律 意见书》（以下简称"《股东会法律意见书》"）。 本《股东会法律意见书 ...

证券简称：万兴科技 证券代码：300624 万兴科技集团股份有限公司 2025 年第二期员工持股计划 （本计划主要条款与公司 2025 年 7 月 5 日披露的 2025 年第二期员工持股计划草案及摘 要内容一致） 二〇二五年七月 万兴科技集团股份有限公司 2025 年第二期员工持股计划 声明 公司及全体董事保证本员工持股计划内容不存在虚假记载、误导性陈述或者 重大遗漏，并对本员工持股计划内容的真实性、准确性、完整性承担个别和连带 的法律责任。 1 万兴科技集团股份有限公司 2025 年第二期员工持股计划 风险提示 （一）本员工持股计划的资金来源、股份来源、参加对象等要素均属初步结 果，能否完成实施，存在不确定性。 （二）如参加对象的认购资金不足，本员工持股计划存在不能成立或者低于 预计规模的风险。 （三）股票价格受公司经营业绩、宏观经济周期、国际/国内政治经济形势 及投资者心理等多种复杂因素影响。因此，股票交易是有一定风险的投资活动， 投资者对此应有充分准备。 （四）公司将根据有关规定及时披露本员工持股计划进展情况，敬请广大投 资者谨慎决策，注意投资风险。 2 万兴科技集团股份有限公司 2025 年第二期员 ...

Group 1 - Wanjing Technology has accelerated its AI Agent layout, launching its first AI Agent product, Wanjing Chaomei Agent, at the AI Product List's second anniversary conference, and has initiated a limited public beta [1] - The Wanjing Chaomei Agent is built on the Wanjing Tianmu audio and video multimedia model 2.0, designed specifically for global audio and video creators, and aims to evolve AI audio and video creation from point tools to integrated, automated, and intelligent solutions [1] - The Vice President of Wanjing Technology, Zhang Zheng, stated that by 2025, the AI Agent field will experience a product landing explosion, presenting a historic opportunity for various tools to be reimagined in the form of Agents [1] Group 2 - The AI Agent has become a "core buzzword" in the AI field for 2025, recognized as the leading strategic technology trend [2] - According to Markets and Markets, the global AI Agent market is expected to grow significantly to $47.1 billion by 2030, with a compound annual growth rate of 44.8%, indicating strong development momentum and substantial market potential [2] - The AI video generation market is emerging, with 2025 identified as a key turning point for AI-driven creative democratization and industry intelligence [2] Group 3 - Wanjing Technology is actively recruiting for the 2026 campus and internship programs, and is fostering a "platform + entrepreneur" model to provide a broad platform for entrepreneurs [3] - The company is promoting an innovation and entrepreneurship incentive plan to encourage key employees to become internal entrepreneurial partners [3] - Wanjing Technology continues to invest in incubating potential projects to solidify its AIGC creative software layout [3]

Group 1 - Meituan announced the nationwide rollout of pension insurance subsidies, expected to cover over one million delivery riders [1] - The company has expanded its "new occupational injury" insurance to 17 provincial administrative regions, providing a safety net for riders against accidental injuries [1] - Meituan plans to build 1,000 "Rider Homes" in collaboration with the All-China Federation of Trade Unions over the next three years, which will be open to the entire industry [1] Group 2 - iQIYI launched a series of "Four Halls of Honor" based on content popularity metrics, categorizing shows into Honor Hall, National Hall, Popular Hall, and Good Film Hall based on specific thresholds [2] - iQIYI is the first video platform in China to introduce content popularity values [2] Group 3 - Neta Auto's parent company, Hozon New Energy, has opened a pre-recruitment channel for potential restructuring investors, starting from July 10, 2025 [3] - As of May 1, 2025, Hozon New Energy's assets include fixed assets, machinery, intellectual property, and accounts receivable, with a notable industrial land area of 350 acres in Zhejiang Province [3] Group 4 - Volvo Cars reported a second-quarter revenue of 93.5 billion Swedish Krona, which was below the IBES estimate of 89.069 billion Swedish Krona, and a net loss of 7.51 billion Swedish Krona [3] Group 5 - Fudan University achieved breakthroughs in the treatment of Parkinson's and Alzheimer's diseases, with new diagnostic tests expected to launch by the end of the year, supported by AI computing power from Alibaba Cloud [3] Group 6 - Guangdong Guancheng Agricultural Science Research Co., Ltd. completed a 25 million yuan angel round financing, which will be used for the development and market promotion of smart agricultural management systems [5] - Beijing Huanuo He Yi Technology Group completed a multi-hundred million yuan Series B financing, focusing on the development and internationalization of AI education technology [6] - Shanghai Ainman Digital Technology Center completed a 10 million yuan angel round financing to accelerate technology development and market expansion [7] Group 7 - Google confirmed the Pixel launch event date for August 20, 2025, where the new Pixel smartphone series, including the Pixel 10 with three cameras, is expected to be unveiled [8] - Wanjing Technology launched its first AI Agent product, Wanjing Chaomei Agent, which is designed for global audio and video creators, featuring advanced editing capabilities and integration with AIGC software [9] - Daily Interactive released a new operating system, GAI OS, and an AI office suite, GAI Office, aimed at enhancing AI usability and expanding the AI ecosystem [9] Group 8 - NVIDIA's CEO Jensen Huang emphasized the uniqueness of the Chinese market, highlighting its vibrancy and the strong capabilities of local partners like Alibaba [10]

Core Viewpoint - Wanxing Technology reported a significant loss of 163 million yuan in 2024, marking a drastic decline in profitability compared to previous years [2][3]. Financial Performance - In 2024, Wanxing Technology achieved an operating revenue of 1.44 billion yuan, a year-on-year decrease of 2.78% [3]. - The net profit for the year was -157.4 million yuan, representing a decline of 245.37% year-on-year [3]. - The attributable net profit was -163 million yuan, down 289.61% compared to the previous year [3]. - The non-recurring attributable net profit was -161 million yuan, indicating a shift to negative from the previous year [3]. Cost and Expenses - The company attributed its losses to increased operating costs, research and development expenses, and sales expenses, along with goodwill impairment [5]. - Research and development expenses rose from 402.5 million yuan in 2023 to 442.4 million yuan in 2024, an increase of 9.90% [5]. - The number of research personnel increased from 889 in 2023 to 924 in 2024 [5]. - The proportion of R&D investment to operating revenue increased from 27.18% in 2023 to 30.73% in 2024 [5]. - Sales expenses amounted to 848.7 million yuan in 2024, reflecting a year-on-year increase of 17.42% [7]. Business Model and Strategy - Wanxing Technology primarily engages in software product development and sales, utilizing online channels for distribution [7]. - The company emphasizes a product matrix innovation and user experience rather than striving for each product to be the industry leader [8].

Investment Rating - The report maintains a positive outlook on the computer industry for Q2 2025, indicating an expected improvement in performance [2][4]. Core Insights - The report predicts a gradual recovery in industry profits starting from Q2 2025, with revenue growth rates of 5% and 21% for Q4 2024 and Q1 2025 respectively, and net profit growth rates of -68% and 82% [4][5]. - A total of 55 tracked A-share and Hong Kong-listed computer companies are analyzed, with 13 companies expected to achieve over 50% net profit growth, representing 23.6% of the sample [4][5]. - The report identifies key investment targets across various segments, including AIGC, digital economy leaders, and data innovation [4][5]. Summary by Category Company Performance Predictions - Companies with over 50% net profit growth include: - Jinzheng Co. (4493%) - Zhongke Chuangda (333%) - Zhina Zhen (313%) - Kalait (265%) - Hengsheng Electronics (233%) [4][5][6]. - Companies with 30%-50% net profit growth include: - Dameng Data (48%) - Fanwei Network (39%) - New Point Software (38%) [4][5][6]. - Companies with 0%-30% net profit growth include: - Dongfang Caifu (27%) - Haiguang Information (27%) - Desai Xiwai (27%) [4][5][6]. - Companies with -30% to 0% net profit growth include: - Weining Health (-4%) - Nova Star Cloud (-11%) [4][5][6]. - Companies with less than -30% net profit growth include: - Qiming Star (-30%) - Top Point Software (-36%) [4][5][6]. Key Investment Targets - AIGC Segment: Jinshan Office, Wanxing Technology, Daotong Technology, Hongsoft Technology, and others [4]. - Digital Economy Leaders: Hikvision, Jinshan Office, Hengsheng Electronics, and others [4]. - Data Innovation: Haiguang Information, Ruantong Power, Suocheng Technology, and others [4]. - AIGC Computing Power: Langchao Information, Haiguang Information, and others [4].

Investment Rating - The report assigns a neutral rating to the company, down from a previous buy rating [3][7][14]. Core Insights - The company is well-positioned to benefit from the growth trend in the AIGC industry, with 67% of its 2024 revenue coming from video creative products, primarily AI-enabled Filmora and Virbo [3][14]. - Revenue is expected to recover in 2025 with a projected year-on-year growth of 15%, following a decline of 3% in 2024 due to a strategic shift from PC to mobile [4][12]. - The company has launched an upgraded AI video model, Tianmu 2.0, which enhances video quality and production efficiency, further solidifying its position in the content generation sector [5][12]. Revenue and Profitability Outlook - The company anticipates a return to revenue growth in 2025, driven by new application launches and user growth, despite high marketing expenses expected to remain at 53% [4][12]. - The net profit margin is projected to turn positive at 3.7% in 2025, benefiting from operational leverage and improved efficiency from AI integration [13][14]. Valuation and Financial Metrics - The target price has been adjusted from RMB 72.00 to RMB 70.00, reflecting a new DCF valuation that corresponds to a 7.8x EV/Sales for 2025E [6][34]. - The company's current stock price of RMB 68.47 implies a valuation slightly above its historical average of 7.1x EV/Sales [6][36]. - Revenue forecasts for 2025-2027 have been reduced by 7-15%, primarily due to the weak revenue performance in 2024 [6][32]. Market Position and Competitive Landscape - The company faces increasing competition from emerging AI-native startups and established players like CapCut, which may limit its short-term profit upside [14][12]. - The report highlights the importance of maintaining a competitive edge through continuous product upgrades and effective marketing strategies to attract a broader consumer base [4][14].

Investment Rating - The report maintains a positive investment rating for the domestic computing power and AI application sectors, highlighting significant growth potential in these areas [6]. Core Insights - A new round of AI "arms race" has commenced globally, with the release of major models like Grok4 and Kimi K2 expected to significantly boost domestic computing power demand and application ecosystems [4][10]. - The report emphasizes the importance of focusing on domestic AI computing power, particularly in chip design, advanced wafer manufacturing, and liquid cooling technologies [4]. - Various AI application sectors are highlighted, including office automation, programming, terminal AI, ERP/CRM, judicial applications, financial/taxation services, education, healthcare, and customer service [4]. Summary by Sections Market Review - During the week of July 7-11, the CSI 300 index rose by 0.82%, the SME index increased by 0.73%, and the ChiNext index saw a rise of 2.36%. The computer sector (CITIC) experienced a growth of 3.37% [2]. Industry News - Notable company developments include Zhuoyi Information's plan to reduce its shareholding by up to 2,271,445 shares, representing no more than 1.88% of total shares [3]. - Wanjie Technology received nine invention patent certificates from the National Intellectual Property Administration [3]. Weekly Insights - The report suggests focusing on key players in the domestic AI computing power sector, such as Cambrian and Haiguang Information in chip design, and SMIC in advanced wafer manufacturing [4]. - The report also identifies various AI application companies across different sectors, including Kingsoft Office, Hehe Information, and Keda Xunfei in office automation and education [4]. Recent Developments - The report outlines significant investments and acquisitions in the AI sector, including Amazon's potential additional investment in Anthropic and Google's acquisition of AI programming startup Windsurf's core talent and technology [16][17]. - The report notes that xAI, led by Elon Musk, is negotiating a new funding round that could value the company at up to $200 billion, reflecting the growing interest and investment in AI technologies [10][18]. AI Application Ecosystem - The report highlights the rapid growth of AI applications, with OpenAI and Anthropic achieving annual recurring revenues (ARR) of $10 billion and $3 billion, respectively [22]. - Domestic AI applications like deepseek and Doubao are showing significant commercial potential, with user engagement metrics comparable to leading international AI applications [22]. Global AI Company Rankings - The report provides a ranking of global AI companies based on their ARR, with OpenAI leading at $10 billion, followed by Anthropic at $3.008 billion [23].

Group 1 - The core message emphasizes the importance of continuous learning, collaboration, and the willingness to take risks, particularly in the context of AI [1] - Wanhang Technology has initiated its 2025 campus recruitment with attractive salary packages, starting from 300,000 yuan for general positions and 500,000 yuan for doctoral roles, along with benefits like free accommodation for the first year [1] - The recruitment strategy aims to attract talent to Changsha by combining high salaries from first-tier cities with the lower living costs of new first-tier cities, supporting the company's global operational headquarters and creative software R&D center [1] Group 2 - Wanhang Technology's chairman expressed confidence in Changsha as a launching point for the company's growth, highlighting the completion of the Wanhang Creative Technology Building and the ongoing construction of the Wanhang Technology (Changsha) Creative Science Park, which will accommodate nearly 10,000 employees [2] - The company is expanding its recruitment for the 2026 cohort, offering positions across various fields with potential first-year salaries reaching up to 1 million yuan and daily wages for interns up to 1,000 yuan [2] - Wanhang Technology provides ample resources and a clear growth path for new hires, with a structured talent development system to accelerate the career advancement of young professionals [3]

Market Performance - As of July 9, the Sora (Wensheng Video) concept increased by 0.89%, ranking 9th among concept sectors, with 21 stocks rising, including Danghong Technology, Fengyuzhu, and Kaipuyun, which rose by 4.25%, 4.04%, and 3.83% respectively [1] - The top-performing concept sectors included Childcare Services (+1.82%), Short Drama Games (+1.25%), and Trust Concepts (+1.22%), while the worst performers included China Shipbuilding System (-2.12%) and PVDF Concept (-1.65%) [1] Capital Flow - The Sora concept sector saw a net inflow of 99 million yuan, with 17 stocks receiving net inflows, and 8 stocks exceeding 10 million yuan in net inflow, led by Kunlun Wanwei with a net inflow of 165 million yuan [1] - The top stocks by net inflow ratio included Kunlun Wanwei (9.36%), Lingyun Technology (8.77%), and Easy Point Technology (8.34%) [2] Stock Performance - Kunlun Wanwei, Easy Point Technology, and Wanxing Technology had daily increases of 2.03%, 3.02%, and 3.50% respectively, with turnover rates of 4.16%, 9.42%, and 12.66% [2] - Stocks with significant declines included Huichang Communications (-2.39%), Annuoqi (-1.45%), and Qunxing Toys (-0.92%) [3]