上海澄明则正律师事务所 法律意见书 上海澄明则正律师事务所 关于果麦文化传媒股份有限公司 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对公 司本次股东大会的相关法律问题发表如下意见： 一、本次股东大会的召集、召开程序 公司召开本次股东大会，董事会已于 2025 年 4 月 28 日于深圳证券交易所 网站、巨潮资讯网等指定网站，以公告方式通知各股东。公司发布的公告载明 了会议的时间、地点、会议审议的事项，说明了股东有权出席，并可委托代理 人出席和行使表决权及有权出席股东的股权登记日，出席会议股东的登记办法 和联系电话等事项。 上海澄明则正律师事务所 法律意见书 2024 年年度股东大会的法律意见书 致：果麦文化传媒股份有限公司 上海澄明则正律师事务所（以下简称"本所"），接受果麦文化传媒股份有 限公司（以下简称"公司"）的委托，指派本所律师出席公司 2024 年年度股东 大会（以下简称"本次股东大会"），并根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公 司股东会规则》（以下简称"《股东会规则》"）以及《果麦文化传媒股份有限公 ...

证券代码：301052 证券简称：果麦文化 公告编号：2025-024 果麦文化传媒股份有限公司 2024 年年度股东大会决议公告 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、本次股东大会无否决提案的情况； 2、本次股东大会不涉及变更以往股东大会已通过的决议； 3、本次股东大会采取现场投票与网络投票相结合的方式召开； 4、本次股东大会对中小投资者进行单独计票。中小投资者是指除单独或合 计持有上市公司 5%以上股份的股东以及上市公司的董事、监事、高级管理人员 以外的其他股东。 一、会议召开和出席情况 （一）会议召开情况 1、会议通知情况：果麦文化传媒股份有限公司（以下简称"公司"） 2024 年 年度股东大会通知于 2025 年 4 月 28 日以公告形式发出。 2、会议召开时间 （1）现场会议时间：2025 年 5 月 20 日（星期二）下午 15:00； （2）网络投票时间：2025 年 5 月 20 日（星期二）。 其中，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 5 月 20 日上午 9:15-9:25，9:30 ...

Market Overview - The Shanghai Composite Index closed at 3380.45 points, above the five-day moving average, with a gain of 0.38% [1] - The total trading volume of A-shares reached 752.206 billion yuan [1] Stocks Performance - A total of 730 A-shares have surpassed the five-day moving average today [1] - Notable stocks with significant deviation rates include: - Fulejia (Code: 301371) with a deviation rate of 8.24% and a daily increase of 12.17% [1] - Huahai Pharmaceutical (Code: 600521) with a deviation rate of 7.56% and a daily increase of 10.00% [1] - Aofei Entertainment (Code: 002292) with a deviation rate of 7.46% and a daily increase of 10.02% [1] Deviation Rate Rankings - The top stocks with the highest deviation rates from the five-day moving average include: - Fulejia: Latest price 36.05 yuan, five-day moving average 33.31 yuan [1] - Huahai Pharmaceutical: Latest price 15.62 yuan, five-day moving average 14.52 yuan [1] - Aofei Entertainment: Latest price 9.77 yuan, five-day moving average 9.09 yuan [1] - Other notable stocks with high daily turnover rates include: - Huifeng Diamond (Code: 839725) with a daily increase of 9.56% and a turnover rate of 14.77% [1] - Beiningmei (Code: 002570) with a daily increase of 10.07% and a turnover rate of 22.33% [1]

Core Viewpoint - The publishing industry is undergoing significant changes due to the rise of short video platforms like Douyin, shifting from a supply-driven model to a demand-driven one, where user needs dictate supply [1][21][34]. Group 1: Changes in the Publishing Industry - The media environment has transitioned from a tree structure to a network structure, increasing the weight of demand and shifting the publishing industry from "supply determines demand" to "demand influences supply" [1][21]. - Short video platforms have transformed book sales from "people searching for books" to "books finding people," leading to more efficient supply-demand matching [1][21][34]. - The emergence of generative AI will serve as a creative aid, but the ultimate value still lies in human judgment and creativity [1][21]. Group 2: The Role of Literature - Literature may continue to decline under the influence of media technology, as it occupies a brief period in human cultural history, with modern novels flourishing for only about 160 years [2][44]. - The era of super bestsellers, like Han Han's 20 million copies sold, has passed, but the content market has become more diverse and equitable, allowing more voices from ordinary writers to be heard [2][44]. Group 3: Historical Context of Chinese Literature - Three significant "baby booms" in modern Chinese culture are identified, each corresponding to key historical events that shaped the literary landscape [4]. - The first generation was born around 1898, participating in the May Fourth Movement; the second around 1955, coinciding with the Reform and Opening Up in 1978; and the third around 1978, emerging during the internet era [4]. Group 4: The Impact of Short Video Platforms - Short video platforms have become major channels for book sales, with a notable increase in the popularity of social science books during the period from 2020 to 2023 [14][16]. - The publishing industry has seen a shift where books are now used as a primary entry point for new platforms seeking to expand their user base [16][34]. Group 5: Supply Chain Innovations - The publishing company has adopted a zero-inventory model, allowing for rapid response to demand through a highly efficient supply chain that can produce books within hours [32][37]. - This shift has enabled the company to reduce warehouse space while increasing the speed and efficiency of matching supply with demand [32][37]. Group 6: The Future of Literature and AI - The decline of literature is anticipated as other media forms, such as short videos and AI-generated content, become more prevalent [44][60]. - AI is seen as a tool to enhance productivity in the publishing process, but the intrinsic value of content will still rely on human creativity and judgment [61][62]. Group 7: The Role of the Publisher - The publisher's role is evolving into that of a cultural merchant, utilizing technology to discover demand while maintaining a cultural judgment to match supply [65][66]. - The focus remains on discovering value and producing quality content, adapting to the changing landscape of media and consumer preferences [66].

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company's annual and quarterly performance met expectations, with continuous growth driven by its main business in Q4 2024 and Q1 2025 [1] - The company is focusing on fan economy and deepening its engagement in vertical markets such as celebrity copyright books [1] - The "Publishing + Internet" strategy is showing initial success, with significant growth in user numbers and internet product accounts [1] - The company is actively developing its second growth curve through the animated film "The Three Kingdoms: The Starry Sky," expected to be released in 2025 [7] - The company is making notable progress in AI applications, particularly with its AI proofreading product [7] Financial Summary - For 2024, the company expects revenue of 582.15 million yuan, a year-on-year increase of 21.76%, and a net profit of 40.83 million yuan, a decrease of 23.87% [9] - Revenue projections for 2025, 2026, and 2027 are 806.14 million yuan, 974.98 million yuan, and 1.25 billion yuan, representing growth rates of 38.48%, 20.94%, and 28.06% respectively [9] - The company anticipates net profits of 138.35 million yuan in 2025, 135.64 million yuan in 2026, and 200.68 million yuan in 2027 [9] - The estimated P/E ratios for the years 2025, 2026, and 2027 are 25.33, 25.84, and 17.47 respectively [9]

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company's annual and quarterly performance met expectations, with continuous growth driven by its main business in Q4 2024 and Q1 2025 [1] - The company is focusing on fan economy and deepening its engagement in vertical markets such as celebrity copyright books [1] - The "Publishing + Internet" strategy is showing initial success, with significant growth in user numbers and internet product accounts [1] - The company is actively developing its second growth curve through the animated film "The Three Kingdoms: The Starry Sky," expected to be released in 2025 [7] - The company is making notable progress in AI applications, particularly with its AI proofreading product [7] Financial Summary - For 2024, the company expects revenue of 582.15 million yuan, a year-on-year increase of 21.76%, and a net profit of 40.83 million yuan, a decrease of 23.87% [9] - Revenue projections for 2025, 2026, and 2027 are 806.14 million yuan, 974.98 million yuan, and 1.25 billion yuan, respectively, with growth rates of 38.48%, 20.94%, and 28.06% [9] - The company anticipates net profits of 138.35 million yuan in 2025, 135.64 million yuan in 2026, and 200.68 million yuan in 2027 [9] - The estimated P/E ratios for the years 2025, 2026, and 2027 are 25.33, 25.84, and 17.47, respectively [9]

Core Insights - Guomai Culture (301052) reported a revenue of 582 million yuan for 2024, marking a year-on-year growth of 21.76%, despite a decline in net profit [1][2] - The company’s main business remains stable, with significant growth in the book agency distribution business, which saw a revenue increase of 566.52% [1][2] - In Q1 2025, the company achieved a revenue of 124 million yuan, reflecting a year-on-year growth of 33.14%, and a net profit increase of 78.52% [1] Revenue and Profitability - In 2024, the overall book retail market in China faced a decline, with a total market scale of 112.9 billion yuan, down 1.52% year-on-year [2] - Guomai Culture's revenue from book planning and distribution reached 536 million yuan, growing by 17.71%, while digital content revenue increased by 28.23% to 17.51 million yuan [2] - The company maintained high gross margins, with book distribution and internet book sales gross margins at 43.61% and 54.29%, respectively [2] Sales and Marketing Innovations - Guomai Culture has developed an innovative "CBC" sales model, effectively connecting "2C + 2B" sales channels, reaching nearly 100 million users [4] - The company’s internet user base grew from 90.08 million at the end of 2023 to 99 million by the end of 2024, a 9.90% increase [3] - The average ROI for internet advertising reached 4.7, with internet sales revenue increasing from 116 million yuan in 2023 to 130 million yuan in 2024, a growth of 11.80% [5] AI and Technological Advancements - Guomai Culture is actively engaging in AI development, having created the "AI Proofreading King" product, which automates proofreading processes [6] - The company’s self-developed large language model "Pyramid" is the only one in the publishing industry to receive regulatory approval, enhancing proofreading accuracy [6] Content Development and Market Expansion - The company has built a vast database of over 4,000 classic books, with 46 titles selling over 100,000 copies in 2024 [7] - Guomai Culture's entry into the educational book market saw a dramatic increase in sales, reaching 286 million yuan, a nearly 14-fold growth compared to 2023 [7] - The company successfully launched the commemorative book "Beyond the Notes: Lin Junjie 20th Anniversary," achieving a remarkable sales figure of 400 million yuan in its first month [8]

中原证券股份有限公司 关于果麦文化传媒股份有限公司 首次公开发行股票并在创业板上市之保荐总结报告书 中原证券股份有限公司（以下简称"中原证券"或"保荐机构"）作为果麦 文化传媒股份有限公司（以下简称"果麦文化""发行人"或"公司"）首次公 开发行股票的保荐机构和持续督导机构，根据《证券发行上市保荐业务管理办法》 《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指 引第 13 号——保荐业务》等有关规定，对果麦文化的持续督导时间为该公司发 行股票上市当年剩余时间及其后 3 个完整的会计年度，果麦文化股票于 2021 年 8 月 30 日起在深圳证券交易所创业板挂牌上市，其持续督导期为 2021 年 8 月 30 日至 2024 年 12 月 31 日，现中原证券对果麦文化的持续督导期限已满，中原证 券根据相关法律法规，出具本保荐总结报告。 一、保荐机构及保荐代表人承诺 1、保荐总结报告书及相关资料的内容不存在虚假记载、误导性陈述或重大 遗漏，保荐机构及保荐代表人对其真实性、准确性、完整性承担法律责任。 2、本机构及保荐代表人自愿接受中国证券监督管理委员会（以下简称"中 国证监会"）对保荐总结 ...

Investment Rating - The report maintains a positive outlook on the A-share media sector for 2024 and Q1 2025, highlighting significant growth in gaming, film, and publishing sectors [4][5]. Core Insights - The report indicates that the overall performance of the media sector in 2024 remains under pressure, but there are signs of improvement in quarterly trends, with a notable increase in net profit by 38.6% year-on-year in Q1 2025 [5][6]. - The gaming industry shows a strong upward trend, with Q1 2025 revenue growth of 21.9%, marking the best growth rate in nearly 13 quarters, driven by new product launches and the upcoming AI gaming developments [11][15]. - The film sector benefits from a resurgence in box office performance, particularly driven by the success of "Nezha: Birth of the Demon Child," with Q1 2025 box office revenue increasing by 49% year-on-year [5][14]. - The publishing sector demonstrates resilience, with net profit recovering to levels close to Q1 2023, despite a slight revenue decline [14]. Summary by Relevant Sections Gaming Sector - Q1 2025 revenue increased by 21.9%, with a net profit margin of 13%, up 2.4 percentage points from the previous year [11][15]. - Companies like Century Huatong and Perfect World reported significant growth, with expectations for continued improvement in the second half of 2025 as new products are launched [15][21]. Film Sector - The domestic film market saw a 49% increase in box office revenue in Q1 2025, with average ticket prices reaching 46.8 yuan [5][14]. - The success of major films like "Nezha: Birth of the Demon Child" has positively impacted the industry, leading to improved profit margins for cinema chains [14]. Publishing Sector - The publishing industry experienced a slight revenue decline of 4.2% year-on-year, but profit margins improved significantly due to tax exemptions for state-owned publishing companies [14]. - The overall financial health of major publishing groups remains stable, with expectations for consistent dividend payouts [14]. Advertising Sector - The advertising market continues to face pressure, but companies like Focus Media show resilience with a year-on-year revenue increase of 5% and net profit growth of 9% [14]. Long Video Sector - The long video sector is impacted by macroeconomic factors, with a shift in user attention towards short dramas affecting brand advertising revenues [5][14].

Summary of Key Points from the Conference Call Industry Overview - The conference call focuses on the **media industry** and highlights significant opportunities in **AI** and **AI glasses** for the second quarter and second half of 2025, particularly following positive guidance from President Xi Jinping regarding AI glasses, which may catalyze the industry [1][2] - The **gaming sector** is noted for its strong performance, with several companies exceeding market expectations in the first quarter of 2025 [2] Core Insights and Arguments - **AI and AI Glasses**: The media industry should pay attention to AI and AI glasses, with a projected market size of **4.71 billion** yuan by 2027, and **Inpaas** expected to generate over **90 million** yuan in net profit, contributing to a market capitalization increase of **2.8 billion** yuan [1][5] - **Film and Gaming Projects**: Anticipated summer releases include animated films like **"Three Kingdoms Starry Sky"** and **"Wang Wang Island,"** along with games such as **"One Ring"** and **"SLG 5,000 Years,"** which are expected to drive revenue for related companies [1][4] - **Fengjun Media**: Reported first-quarter revenue of **2.858 billion** yuan, a **4.7%** year-on-year increase, and a net profit of **1.135 billion** yuan, up **9.14%** year-on-year, with a dividend yield exceeding **6%** [1][8] - **Gaming Sector Performance**: The gaming sector reported a profit of **3.476 billion** yuan in Q1 2025, a **41.7%** increase year-on-year, with notable performances from companies like **Kying Network**, **Perfect World**, **ST Huayun**, and **Jibite** [1][11] Additional Important Insights - **Mergers and Acquisitions**: Fengjun Media's recent acquisition of **Xinchao** is expected to enhance overall efficiency and bargaining power, positively impacting future performance [1][9] - **Education Sector**: The education sector is highlighted for its strong domestic demand characteristics, with recommendations to focus on high-performance, high-dividend stocks like **Oriental Education**, which saw a **15%-35%** increase in spring enrollment [2][12] - **Doushen Education**: As the first AI+ education application stock in A-shares, its **AI class** product is expected to launch in Q2, potentially replacing online language courses and driving significant revenue growth [2][15][16] - **Market Dynamics**: The K12 education sector is advised to focus on AI-enabled education, with companies like **Doushen Education** and **Shengtong Co.** showing promise for future growth [2][14][17] This summary encapsulates the key points discussed in the conference call, providing insights into the media and gaming industries, as well as emerging opportunities in AI and education sectors.