上海市通力律师事务所 关于创业黑马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 致: 创业黑马科技集团股份有限公司 上海市通力律师事务所(以下简称"本所")接受创业黑马科技集团股份有限公司(以下 简称"公司")的委托, 指派本所黄雅程律师、刘奇律师(以下合称"本所律师")根据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规范 性文件(以下统称"法律法规")及《创业黑马科技集团股份有限公司章程》(以下简称"公 司章程")的规定就公司 2025 年第二次临时股东会(以下简称"本次股东会")相关事宜出具 法律意见。 本所律师已经对公司提供的与本次股东会有关的法律文件及其他文件、资料予以了核 查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有签 署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有效 的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东会召集和召开的程序、出席本次股东会人员资格 和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表 ...

证券代码：300688 证券简称：创业黑马 公告编号：2025-048 创业黑马科技集团股份有限公司 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内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、会议召开时间： （1）现场会议时间：2025年9月12日下午15:00 （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时间为2025年9月12日上午 9:15-9:25、9:30-11:30，下午13:00-15:00；通过深圳证券交易所互联网投票系 统投票的时间为2025年9月12日9:15-15:00 2、会议召开地点：北京市朝阳区酒仙桥路6号院6号楼8层公司会议室 3、会议召开方式：本次股东会采用现场书面记名投票与网络投票相结合的 方式 4、会议召集人：董事会 1．本次股东会未出现否决或修改提案的情形； 2．本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 5、会议主持人：本次会议由董事长牛文文先生主持 证券代码：300688 证券简称：创业黑马 公告编号：2025-048 6、本次会议的召集、召开与 ...

Core Viewpoint - The company is launching an integrated government-enterprise service machine in January 2024 to address issues faced by governments and SMEs in project application processes, utilizing advanced technologies to enhance efficiency and transparency [1] Group 1: Product Development - The integrated service machine is a collaboration between the company's subsidiary, Heima Tianqi, and Xiamen Suan Neng, aimed at solving project application challenges for governments and SMEs [1] - The machine leverages enterprise and intellectual property big data, natural language processing, and deep learning technologies, combined with a policy large model, to quickly access policy information and accurately match projects [1] Group 2: Benefits and Impact - The service machine is designed to reduce application costs for enterprises and improve the success rate of applications, thereby enhancing the execution efficiency and transparency of government policies [1] - It aims to foster a win-win cooperation between government and enterprises [1] Group 3: Technical Specifications - The integrated service machine is built on the SG series intelligent computing servers from Suan Neng, achieving an integrated design of hardware and software to meet diverse customer needs [1] Group 4: Future Strategy - The company will determine its next development strategy based on market demand and industry trends [1]

Core Insights - The partnership between Hangzhou Actuary AI Technology Co., Ltd. and Chuangye Heima aims to enhance AI-driven financial and tax services for small and micro enterprises, leveraging their respective strengths in technology and market reach [1][4]. Group 1: Company Overview - Hangzhou Actuary specializes in AI-integrated financial and tax services, achieving significant results with its proprietary tools like the "Deep Blue Financial Whale" AI, which automates the entire process from invoice scanning to tax declaration, improving efficiency by nearly 20 times and significantly reducing human error rates [1]. - Chuangye Heima has built a comprehensive innovation and entrepreneurship service platform since its establishment in 2011, covering over 30 cities in China and focusing on resource matching and capability enhancement for small and micro enterprises [2]. Group 2: Joint Venture Objectives - The newly established joint venture will integrate Actuary's advanced financial AI technology into Chuangye Heima's enterprise training system, creating specialized courses to reduce learning costs and implementation risks for small businesses [3]. - The partnership will utilize Chuangye Heima's extensive service resources to accelerate the promotion of Actuary's financial AI solutions, optimizing service costs and enabling more small enterprises to access professional financial services [3]. - Customized solutions will be developed based on insights into small enterprise transformation challenges, ensuring that the offerings are tailored, lightweight, and cost-effective, thus avoiding the pitfalls of one-size-fits-all approaches [3]. Group 3: Strategic Implications - This collaboration represents a significant strategic move in the AI and enterprise service sectors, aiming for mutual benefits in technology implementation and market expansion, while also driving the intelligent upgrade of the financial and tax industry [4].

Market Overview - The education sector experienced a decline of 0.46% on August 28, with ST Dongshi leading the drop [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Individual Stock Performance - China High-Tech (600730) saw a significant increase of 6.26%, closing at 9.51 with a trading volume of 446,300 shares and a turnover of 414 million yuan [1] - Kede Education (300192) rose by 2.25%, closing at 24.13 with a trading volume of 819,900 shares and a turnover of 192.6 million yuan [1] - ST Dongshi (603377) led the decline with a drop of 5.01%, closing at 3.79 with a trading volume of 344,400 shares and a turnover of 132 million yuan [2] - Xueda Education (000526) fell by 4.36%, closing at 48.97 with a trading volume of 76,300 shares and a turnover of 371 million yuan [2] Capital Flow Analysis - The education sector saw a net outflow of 479 million yuan from institutional investors, while retail investors contributed a net inflow of 350 million yuan [2] - Major stocks like China High-Tech and Xueda Education experienced mixed capital flows, with China High-Tech seeing a net inflow of 17.98 million yuan from institutional investors [3] - ST Dongshi and Kede Education faced significant net outflows from institutional investors, indicating potential concerns among larger investors [3]

Core Viewpoint - The recent financial report of Chuangye Heima (300688) indicates a narrowing loss, with total revenue declining significantly and net profit improving year-on-year despite ongoing challenges in the business model [1][4]. Financial Performance Summary - Total revenue for the first half of 2025 was 70.56 million yuan, a decrease of 30.09% compared to 101 million yuan in the same period of 2024 [1]. - The net profit attributable to shareholders was -11.66 million yuan, showing a year-on-year improvement of 65.3% from -33.59 million yuan [1]. - The gross margin was 47.68%, down 2.46% from the previous year, while the net margin improved to -32.37%, an increase of 3.53% [1]. - Total expenses (selling, administrative, and financial) amounted to 57.70 million yuan, accounting for 81.78% of revenue, which is an increase of 10.13% year-on-year [1]. Cash Flow and Asset Changes - Cash and cash equivalents decreased by 42.78% due to investments in financial products and payments for asset restructuring [3]. - The net cash flow from operating activities decreased by 45.48%, attributed to a decline in revenue leading to reduced cash collections [3][4]. - The company reported a significant increase in other receivables by 845.42%, linked to payments made for asset restructuring [3]. Investment and Return Metrics - The historical median Return on Invested Capital (ROIC) since the company’s listing is 0.78%, indicating average investment returns, with the worst year being 2024 at -23.33% [4]. - The company has reported losses in three out of seven financial years since its IPO, suggesting a fragile business model [4]. Recommendations - Attention is advised on the company's cash flow situation, as the average operating cash flow over the past three years is -9.7% relative to current liabilities [5]. - Monitoring of financial expenses is recommended, given that the average net cash flow from operating activities over the past three years has been negative [5].

Core Viewpoint - The recent financial report of Chuangye Heima (300688) indicates a narrowing loss, with total operating revenue declining significantly and net profit improving year-over-year despite ongoing challenges in the business model [1]. Financial Performance Summary - Total operating revenue for 2025 was 70.56 million yuan, a decrease of 30.09% compared to 101 million yuan in 2024 [1]. - The net profit attributable to shareholders was -11.66 million yuan, showing a 65.3% improvement from -33.59 million yuan in the previous year [1]. - The gross margin was 47.68%, down 2.46% year-over-year, while the net margin was -32.37%, an increase of 3.53% [1]. - Total expenses (selling, administrative, and financial) amounted to 57.70 million yuan, accounting for 81.78% of revenue, which is an increase of 10.13% from the previous year [1]. - Earnings per share improved to -0.08 yuan, a 60% increase from -0.20 yuan in 2024 [1]. Cash Flow and Asset Changes - Cash and cash equivalents decreased by 42.78% due to investments in financial products and payments for asset restructuring [3]. - The net cash flow from operating activities dropped by 45.48%, attributed to reduced revenue leading to lower cash collections [9]. - Other receivables surged by 845.42% due to payments made for asset restructuring [6]. Cost and Expense Analysis - Operating costs fell by 28.44%, correlating with the decline in revenue [8]. - Sales expenses decreased by 35.8% as the company implemented stricter controls on spending [9]. - Research and development expenditures were reduced by 71.8%, indicating a significant cutback in investment in innovation [9]. Business Model Evaluation - The company's historical return on invested capital (ROIC) has been low, with a median of 0.78% since its listing, and a particularly poor ROIC of -23.33% in 2024 [10]. - The business model appears fragile, with three out of seven years resulting in losses since the company went public [10].

Core Viewpoint - The company reported a significant decline in revenue and net profit for the first half of 2025 compared to the same period last year, indicating ongoing financial challenges and operational difficulties [2][24]. Financial Performance - Total operating revenue for the current period was approximately 70.56 million yuan, down from 100.93 million yuan in the same period last year, representing a decrease of about 30% [2]. - The net profit attributable to shareholders was a loss of approximately 11.66 million yuan, an improvement from a loss of 33.59 million yuan in the previous year [2]. - The net profit after deducting non-recurring gains and losses was a loss of approximately 17.51 million yuan, compared to a loss of 36.11 million yuan in the previous year [2]. - The net cash flow from operating activities was a negative 42.49 million yuan, worsening from a negative 29.21 million yuan in the same period last year [2]. Earnings Per Share - Basic and diluted earnings per share were both negative 0.08 yuan, an improvement from negative 0.20 yuan in the previous year [2]. Return on Equity - The weighted average return on equity for the first half of 2025 was negative 2.79%, an increase of 3.57 percentage points compared to the previous year [24]. Asset and Liability Changes - Total assets at the end of the reporting period were approximately 570.03 million yuan, down from 636.30 million yuan at the end of the previous year [2]. - The company's cash and cash equivalents decreased by 42.78%, and the proportion of cash to total assets fell by 19.36 percentage points [36]. - The company’s liabilities showed a decrease in accounts payable and notes payable by 23.34% compared to the previous year [39]. Shareholder Structure - As of the end of the reporting period, the largest shareholder was Blue Innovation Cultural Media (Tianjin) Partnership, holding 6.35% of the shares, with notable changes in the holdings of other major shareholders [45].

Core Viewpoint - The company, Chuangye Heima, is planning a significant asset restructuring by acquiring 100% equity of Beijing Bansintong Technology Co., Ltd. for 280 million yuan, with a premium rate of 481% and an expected goodwill of 241.4 million yuan [1][2][3] Group 1: Acquisition Details - The acquisition involves issuing shares and cash payment, with a total transaction value of 280 million yuan and a cash component of 133 million yuan [2] - The company aims to raise up to 147 million yuan through a private placement to fund the acquisition and related costs [2] - The target company, Bansintong, specializes in blockchain-based software copyright certification services, which is expected to synergize with Chuangye Heima's existing services [2][4] Group 2: Financial Performance and Concerns - Chuangye Heima has faced declining revenues over the past few years, with revenues of 347.1 million yuan, 271 million yuan, and 221.9 million yuan from 2022 to 2024, reflecting a downward trend [5] - The company reported a significant net loss in 2024, with a net profit decline of 1192.13% compared to the previous year [5][6] - The performance of the traditional business has been weakening, while new ventures, particularly in artificial intelligence, have not yet scaled effectively [5][6] Group 3: Performance Commitments and Risks - The acquisition includes performance commitments that require the target company to achieve net profits of at least 28 million yuan, 30 million yuan, and 32 million yuan from 2025 to 2027, which are lower than the 2024 profit [3][4] - There are concerns regarding the feasibility of these performance targets, as they do not match the optimistic portrayal of the target company's future profitability [4] - The company has experienced significant challenges in its traditional business segments, leading to a strategic retreat from certain operations, which has further impacted overall performance [6][7]

Group 1 - The company did not distribute cash dividends, issue bonus shares, or convert reserves into capital during the reporting period [3] - The company’s controlling shareholder and actual controller did not change during the reporting period [5] - The company completed a share repurchase plan on February 7, 2025, as approved by the board and supervisory committee [6] Group 2 - The company plans to issue shares and pay cash to acquire assets and raise matching funds, with relevant proposals approved by the board on December 12, 2024 [5][6] - The company is currently progressing on a cooperation agreement signed with Hubei Fangzhen [6] - A subsidiary provided a guarantee for the payment obligations related to the acquisition of a 36.6015% stake in Digital Certification [6]