上海泽昌律师事务所 关于 北京值得买科技股份有限公司 2026年第一次临时股东会的 法律意见书 上海市浦东新区向城路 288 号国华人寿金融大厦 1107A 室 电话：021-61913137 传真：021-61913139 邮编：200122 二〇二六年二月 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项 进行了必要的核查和验证，核查了本所认为出具该法律意见书所需的相关文件、 资料，并出席参加了公司本次股东会的全过程。本所保证本法律意见书所认定的 事实真实、准确、完整，所发表的结论性意见合法、准确，不存在虚假记载、误 导性陈述或者重大遗漏，并愿意承担相应法律责任。 上海泽昌律师事务所 法律意见书 上海泽昌律师事务所 关于北京值得买科技股份有限公司 2026 年第一次临时股东会的 法律意见书 泽昌证字 2026-01-04-01 致：北京值得买科技股份有限公司 上海泽昌律师事务所（以下简称"本所"）接受北京值得买科技股份有限公司 （以下简称"公司" ...

证券代码：300785 证券简称：值得买 公告编号：2026-007 北京值得买科技股份有限公司 2026 年第一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、本次股东会无增加、变更、否决议案的情形； 2、本次股东会未涉及变更前次股东会决议； 3、本次股东会以现场表决与网络投票相结合的方式召开。 一、会议召开情况 1、北京值得买科技股份有限公司（以下简称"公司"）2026 年第一次临时 股东会通知于 2026 年 1 月 21 日在证监会指定信息披露网站巨潮资讯网 （http://www.cninfo.com.cn）上以公告形式发出，本次股东会采取现场投票及 网络投票相结合的方式召开。 2、会议召开方式：现场表决与网络投票相结合。 3、会议召开时间： （1）现场会议时间：2026 年 02 月 06 日 14:30 （2）网络投票时间：2026 年 02 月 06 日 通过深圳证券交易所交易系统进行网络投票的时间为 9:15—9:25，9:30— 11:30 和 13:00—15:00； 6、会议主持人：董事长隋国栋先生 ...

Group 1 - A-share market AIGC concept stocks experienced a collective decline, with notable drops in several companies [1] - Zhejiang Wenlian fell by 9.09%, Kunlun Wanwei and Yue Media dropped over 7%, while Xuan Ya International and Tian Xia Xiu fell over 5% [1][2] - Other companies such as Zhongkong Technology and Zhi De Mai saw declines of over 4%, and several others fell by more than 3% [1] Group 2 - Zhejiang Wenlian's total market value is 21 billion, with a year-to-date increase of 80.43% [2] - Kunlun Wanwei has a market value of 68.8 billion, with a year-to-date increase of 31.37% [2] - Yue Media's market value stands at 13.1 billion, with a year-to-date increase of 31.21% [2]

Group 1 - The A-share market saw a collective decline in AIGC concept stocks, with Zhejiang Wenhu Internet dropping by 9% [1] - Kunlun Wanwei and Guangdong Media fell over 7% [1] - Xuan Ya International and Tianxia Show decreased by over 5% [1] Group 2 - Zhongkong Technology and Zhidema experienced a decline of over 4% [1] - Companies such as Sai Group, Shengguang Group, Huace Film & TV, Liou Shares, Zhongwen Online, and Yanshan Technology all dropped by over 3% [1]

Group 1 - A-share market saw a collective decline in AIGC concept stocks on February 6, with notable drops including Zhejiang Wenhui down 9%, Kunlun Wanwei and Guangdong Media (core stocks) down over 7% [1] - Other companies such as Xuan Ya International and Tian Xia Xiu fell more than 5%, while Zhongkong Technology and Zhi De Mai dropped over 4% [1] - Several other firms including InSai Group, Shengguang Group, Huace Film & TV (core stocks), Liou Shares, Zhongwen Online, and Yanshan Technology experienced declines exceeding 3% [1] Group 2 - Specific stock performance included Zhejiang Wenhui at -9.09% with a total market value of 21 billion, and Kunlun Wanwei at -7.56% with a market cap of 68.8 billion [2] - Guangdong Media reported a decline of -7.45% with a market value of 13.1 billion, while Xuan Ya International and Tian Xia Xiu saw drops of -5.95% and -5.75% respectively [2] - Other notable declines included Zhongkong Technology at -4.32% (68.8 billion), Zhi De Mai at -4.19% (12.9 billion), and InSai Group at -3.92% (7.572 billion) [2]

Core Viewpoint - The AI application sector experienced a significant downturn on February 6, with multiple companies facing substantial declines in their stock prices, indicating a bearish trend in the market [1]. Group 1: Market Performance - As of 9:37 AM on February 6, companies such as Yue Media and Zhejiang Wenlian hit the daily limit down, while Shiji Information, Sanwei Tiandi, and Xinhua Du saw declines exceeding 8% [1]. - The following companies reported notable stock price drops: - Zhejiang Wenlian: -9.99% - Yue Media: -9.98% - Shiji Information: -8.86% - Sanwei Tiandi: -8.54% - Xinhua Du: -8.19% [2]. Group 2: Additional Declines - Other companies also faced declines, including: - Liuchuan Technology: -6.45% - Xuan V International: -6.33% - Zhi De Mai: -5.86% - Guangyun Technology: -5.98% - Kunlun Wanwei: -5.57% - Yi Wan Yi Chuang: -4.93% - Yinsai Group: -4.92% [2].

Market Overview - The digital media sector experienced a decline of 3.85% on February 4, with ZhiDeMai leading the drop [1] - The Shanghai Composite Index closed at 4102.2, up 0.85%, while the Shenzhen Component Index closed at 14156.27, up 0.21% [1] Individual Stock Performance - *ST Fanli (600228) closed at 6.04, up 5.04% with a trading volume of 161,100 shares and a transaction value of 95.06 million [1] - Sanliu Wu Wang (300295) closed at 11.78, up 2.52% with a trading volume of 96,200 shares and a transaction value of 112 million [1] - Other notable declines include ZhiDeMai (300785) down 11.55% to 67.65, and XinHua Net (603888) down 6.29% to 24.29 [2] Capital Flow Analysis - The digital media sector saw a net outflow of 1.039 billion from institutional investors, while retail investors contributed a net inflow of 919 million [2] - The table of capital flow indicates that major stocks like *ST Fanli and Shengyi Bao experienced mixed capital movements, with significant outflows from institutional investors [3] Detailed Stock Capital Flow - *ST Fanli had a net inflow of 15.74 million from major investors, but a net outflow of 9.61 million from speculative investors [3] - Shengyi Bao saw a net inflow of 3.15 million from major investors, but also faced outflows from both speculative and retail investors [3] - The largest net outflow was observed in Mango Super Media (300413) with 40.88 million from major investors, while retail investors contributed a net inflow of 10.68 million [3]

Investment Rating - The report maintains a positive outlook on the media and internet industry, particularly highlighting the growth potential driven by AI applications and content quality [1]. Core Insights - The media and internet industry index rose by 17.94% in January 2026, outperforming the Shanghai and Shenzhen 300 index, which increased by 1.65% [6][8]. - The film industry experienced a significant decline in box office revenue, with January 2026 box office at 1.965 billion yuan, down 69.15% year-on-year and 47.08% month-on-month [16][18]. - The gaming industry saw record-high user revenue, with actual sales revenue reaching 350.789 billion yuan in 2025, a year-on-year increase of 7.68% [30][34]. - The advertising market grew by 5.4% year-on-year in 2025, with notable increases in sectors such as telecommunications and personal goods [16]. - AI applications are rapidly advancing, with companies like Zhihui and Minimax listing in Hong Kong, indicating a strong market interest in AI commercialization [1][4]. Market Dynamics - The media industry index showed a strong performance in January 2026, with all sub-sectors experiencing growth, particularly advertising marketing, which rose by 35.73% [7][8]. - The film industry is expected to see a rebound in February 2026 due to the release of new films during the Spring Festival [25][29]. - The gaming market continues to expand, with a user base of 683 million, marking a historical high [30][34]. Sub-industry Data Tracking Film Industry - January 2026 saw a total of 41 films released, with a box office champion being "Zootopia" at 423 million yuan, accounting for 21.5% of the total box office [16][26]. - The average ticket price in January 2026 was 38.84 yuan, down 17.45% year-on-year [18]. Gaming Industry - The domestic mobile gaming market generated 257.076 billion yuan in revenue in 2025, a 7.92% increase year-on-year [30][34]. - The number of approved domestic game licenses increased significantly, with 177 games approved in January 2026, indicating a stable supply for the market [42][44]. Advertising Industry - The advertising market's total expenditure increased by 5.4% in 2025, with significant growth in sectors like telecommunications and IT products [16].

Group 1 - The data factor index experienced a decline of 2% during intraday trading [2] - The stock "Zhidaimai" saw a significant drop of over 8% [2] - Both Xinhua News and People's Daily stocks fell by more than 6% [2]

Group 1 - A-shares and Hong Kong stocks related to AI applications experienced a collective decline [1] - In the A-share market, companies such as Gravity Media (603598) hit the daily limit down, while Tian Di Online (002995), Zhi De Mai (300785), InSai Group (300781), Yi Dian Tian Xia (301171), and Sheng Guang Group (002400) saw significant declines [1] - In the Hong Kong market, Meitu Company dropped over 10%, while Zhi Pu and MINIMAX-WP fell more than 5%, with Kingsoft, Tencent Holdings, and Alibaba-W also declining [1]