北京国枫律师事务所 关于创业黑马科技集团股份有限公司 发行股份及支付现金购买资产并募集配套资金的 补充法律意见书之五 国枫律证字[2025]AN077-14 号 GRANDWAY 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 邮编: 100005 电话(Tel):010-88004488/66090088 传真(Fax):010-66090016 4-1 北京国枫律师事务所 关于创业黑马科技集团股份有限公司 发行股份及支付现金购买资产并募集配套资金的 补充法律意见书之五 国枫律证字[2025]AN077-14号 致:创业黑马科技集团股份有限公司 根据本所与创业黑马签订的《律师服务协议书》,本所接受创业黑马的委托, 担任创业黑马本次重组的特聘专项法律顾问。本所律师已根据相关法律、法规、 规章和规范性文件的规定并按照律师行业公认的业务标准、道德规范和勤勉尽责 精神,就本次重组出具了《北京国枫律师事务所关于创业黑马科技集团股份有限 公司发行股份及支付现金购买资产并募集配套资金的法律意见书》(以下简称《法 律意见书》)、《北京国枫律师事务所关 ...

Core Viewpoint - The education sector experienced a slight decline of 0.26% on November 27, with Kevin Education leading the losses, while the overall market showed mixed results with the Shanghai Composite Index rising by 0.29% and the Shenzhen Component Index falling by 0.25% [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3875.26, up 0.29% [1] - The Shenzhen Component Index closed at 12875.19, down 0.25% [1] - The education sector's performance was mixed, with individual stocks showing varying degrees of gains and losses [1] Group 2: Individual Stock Performance - Kevin Education (002659) saw a significant decline of 4.17%, closing at 6.20 with a trading volume of 638,400 shares and a transaction value of 39.9 million [2] - China High-Tech (600730) led the gains in the education sector with a rise of 5.33%, closing at 11.46 [1] - Other notable performers included Guomai Technology (002093) with a 3.01% increase and Kede Education (300192) with a 1.28% increase [1] Group 3: Capital Flow - The education sector experienced a net outflow of 21.34 million from institutional investors, while retail investors saw a net outflow of 21.00 million [2] - Conversely, speculative funds recorded a net inflow of 42.34 million into the education sector [2] - Major stocks like Guomai Technology and China High-Tech attracted significant net inflows from institutional investors, indicating selective interest [3]

Market Overview - The education sector experienced a decline of 1.53% on November 19, with Chuangye Heima leading the drop [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Individual Stock Performance - Kevin Education (002659) saw a closing price of 6.07, with an increase of 4.84% and a trading volume of 702,700 shares, amounting to a transaction value of 429 million [1] - China High-Tech (600730) closed at 10.30, up 2.28%, with a trading volume of 298,500 shares and a transaction value of 307 million [1] - ST Chuan Zhi (003032) closed at 6.81, down 0.15%, with a trading volume of 50,600 shares and a transaction value of 34.17 million [1] - Other notable declines include: - Zhong Gong Education (2.70, -1.10%) [1] - Angli Education (10.74, -1.29%) [1] - Action Education (40.77, -1.52%) [1] - Quantu Education (5.80, -1.53%) [1] - ST Guohua (8.71, -1.80%) [1] - Kede Education (19.42, -1.87%) [1] - Xueda Education (39.79, -2.16%) [1] Capital Flow Analysis - The education sector saw a net outflow of 113 million from institutional investors, while retail investors experienced a net inflow of 24.04 million [2] - The main capital inflow and outflow for selected stocks include: - Kevin Education: Net inflow of 65.58 million from main capital, with a net outflow of 74.17 million from retail [3] - China High-Tech: Net inflow of 22.82 million from main capital, with a net outflow of 28.00 million from retail [3] - ST Dong Shi: Net inflow of 0.74 million from main capital, with a net inflow of 3.58 million from retail [3] - ST Kai Yuan: Net outflow of 7.02 million from main capital, with a net inflow of 3.14 million from retail [3]

Core Insights - The education sector experienced a slight increase of 0.31% on November 18, with ST Kaiyuan leading the gains [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - ST Kaiyuan (300338) saw a closing price of 4.69, with a significant increase of 10.61% and a trading volume of 338,600 shares, resulting in a transaction value of 154 million yuan [1] - Other notable performers included ST Dongshi (603377) with a 5.10% increase, closing at 4.33, and Chuangyeti Ma (300688) with a 2.94% increase, closing at 32.22 [1] - Conversely, Kevin Education (002659) and Guomai Technology (002093) experienced declines of 2.20% and 1.48%, closing at 5.79 and 12.01 respectively [2] Capital Flow - The education sector saw a net inflow of 100 million yuan from institutional investors, while retail investors experienced a net outflow of approximately 91 million yuan [2] - The capital flow data indicates that major stocks like Kede Education (300192) and Chuangyeti Ma (300688) attracted significant net inflows of 50.16 million yuan and 45.88 million yuan respectively [3] - In contrast, stocks like Xueda Education (000526) and Angli Education (600661) faced net outflows of 1.19 million yuan and 1.49 million yuan respectively [3]

Core Points - The Shanghai Composite Index closed at 3939.81 points, above the six-month moving average, with a decline of 0.81% [1] - The total trading volume of A-shares reached 1,945.96 billion yuan [1] - A total of 51 A-shares have surpassed the six-month moving average, with notable stocks showing significant deviation rates [1] Summary by Category Market Performance - The Shanghai Composite Index is currently at 3939.81 points, indicating a slight decline of 0.81% [1] - The total trading volume for A-shares today was 1,945.96 billion yuan [1] Stocks Surpassing Six-Month Moving Average - 51 A-shares have broken through the six-month moving average, with the highest deviation rates observed in: - Longxun Co., Ltd. with a deviation rate of 18.63% and a price increase of 20.00% [1] - Meideng Technology with a deviation rate of 14.56% and a price increase of 22.82% [1] - Jingchen Co., Ltd. with a deviation rate of 9.04% and a price increase of 11.90% [1] Additional Notable Stocks - Other stocks with significant performance include: - Guangyun Technology with a deviation rate of 8.67% and a price increase of 19.99% [1] - Qixin Group with a deviation rate of 8.30% and a price increase of 10.07% [1] - Haohan Deep Technology with a deviation rate of 6.70% and a price increase of 9.03% [1]

Core Insights - The establishment of the Digital Human Fund in Chaoyang District aims to invest in early-stage projects related to the metaverse and digital human technologies, aligning with national initiatives for AI development [1][2] - Chaoyang District is actively developing the Internet 3.0 industry and a digital human base, with over 340 companies already established in the Internet 3.0 industrial park [2] - The fund will enhance the ecosystem by identifying and empowering quality projects, thus accelerating technological innovation and business model upgrades [2][3] Investment Strategy - The participation of the company in the AI investment landscape is a strategic move influenced by policy guidance and industry catalysis, focusing on serving small and medium-sized enterprises (SMEs) [3][4] - The company aims to provide AI-driven solutions to SMEs by addressing their needs for cognition, resources, and capital through various AI applications [3] - The establishment of the Digital Human Fund will allow the company to connect with hundreds of enterprises in the Chaoyang industrial park, fostering collaborative advantages [3][4] Future Outlook - The collaboration with government resources and deepening industry scenarios is expected to accelerate the company's strategic business initiatives, enhancing both performance and valuation [4]

Core Viewpoint - The article emphasizes the importance of learning from both successes and failures in entrepreneurship, highlighting that understanding the correct causal relationships is essential for progress and decision-making in business [6][11]. Group 1: Investment Insights - TianTu Capital, founded by Feng Weidong, recently became the first Chinese VC to be listed on the Hong Kong Stock Exchange, marking a significant milestone in the venture capital industry [12]. - The fund managed by TianTu Capital exceeds 20 billion yuan, with investments in over 200 companies, showcasing its substantial influence in the market [12][20]. Group 2: Entrepreneurial Development - An upcoming event led by Feng Weidong and Niu Wenwen aims to explore brand positioning, securing investment, and managing cash flow, targeting future category leaders [13][16]. - The event will take place from November 20 to 22, 2025, in Huangshan, focusing on enhancing entrepreneurial leadership and brand strategies through collaborative learning and experience sharing [16][22]. Group 3: Learning from Failures - The article discusses the value of studying failures, citing investment legend Charlie Munger's approach of analyzing failure cases to create a checklist for correct decision-making [9][10]. - It suggests that learning from failures can provide deeper insights and prevent major mistakes in business decisions [11].

Group 1 - The core viewpoint of the news is that Chuangye Heima's stock has experienced fluctuations, with a recent decline of 2.02% and a year-to-date drop of 4.40% [1] - As of November 14, the stock price is 30.60 CNY per share, with a total market capitalization of 5.122 billion CNY [1] - The company has seen a net outflow of main funds amounting to 5.7022 million CNY, with significant selling pressure from large orders [1] Group 2 - Chuangye Heima Technology Group Co., Ltd. was established on November 16, 2011, and went public on August 10, 2017, providing entrepreneurial services to small and medium enterprises [2] - The company's main business revenue composition includes 45.45% from enterprise acceleration services, 35.35% from intellectual property services, and 14.95% from artificial intelligence training [2] - As of September 30, the number of shareholders is 30,100, a decrease of 9.18%, while the average circulating shares per person increased by 10.11% [2] Group 3 - Since its A-share listing, Chuangye Heima has distributed a total of 40.0023 million CNY in dividends, with 836,900 CNY distributed over the past three years [3]

Core Insights - The article emphasizes the challenges mature companies face when launching new brands, primarily due to the disconnect between established entrepreneurs and customer engagement [4] - It highlights the importance of focusing on cognitive outcomes rather than vanity metrics during the initial stages of business development [5][6][7] - The necessity for leaders to engage directly with the market to gain valuable insights is stressed [8] Investment and Growth - Tian Tu Capital has become the first Chinese VC to be listed on the Hong Kong Stock Exchange as of October 6, 2023 [9] - The firm currently manages over 20 billion yuan in funds and has invested in more than 200 companies [10] - The "Feng Weidong Brand Entrepreneurship Laboratory" has empowered 274 companies since its inception in 2015, with direct investments exceeding 300 million yuan [11] Market Trends and Brand Strategy - The concept of "wind direction" is described as a fleeting trend, with the underlying logic of competition being the true determinant of a company's fate [13][14] - The article asserts that the sole purpose of a business is to create customers, who are primarily concerned with brand perception [15] - There is a focus on founders who can innovate around new demands and leverage new channels and technologies to create new categories [16] Upcoming Events - An event is scheduled from November 20 to November 22, where entrepreneurs will explore brand positioning, funding strategies, and cash flow management [17][19] - The event aims to enhance entrepreneurial leadership and brand positioning through collaborative learning and experience sharing [26][27]

Core Insights - The education sector experienced a rise of 1.49% on November 13, with China High-Tech leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Education Sector Performance - China High-Tech (600730) closed at 10.11, with a gain of 7.67% and a trading volume of 330,300 shares, amounting to a transaction value of 325 million yuan [1] - Other notable performers included: - Chuangye Dengdai (300688) at 31.23, up 5.15% [1] - ST Kaiyuan (300338) at 4.25, up 4.68% [1] - ST Dongshi (603377) at 4.55, up 2.94% [1] - Zhonggong Education (002607) at 2.74, up 1.86% [1] Capital Flow Analysis - The education sector saw a net inflow of 37.29 million yuan from institutional investors, while retail investors experienced a net outflow of 22.70 million yuan [2] - The main capital inflow and outflow for key stocks included: - Zhonggong Education (002607) with a net inflow of 76.52 million yuan from institutional investors [3] - Chuangye Dengdai (300688) with a net inflow of 42.51 million yuan from institutional investors [3] - China High-Tech (600730) with a net inflow of 21.46 million yuan from institutional investors [3]