北京市中伦（上海）律师事务所 关于游族网络股份有限公司 2026 年第一次临时股东会的 法律意见书 二〇二六年一月 法律意见书 北京市中伦（上海）律师事务所 关于游族网络股份有限公司 2026 年第一次临时股东会的 法律意见书 致：游族网络股份有限公司（以下简称"公司"） 北京市中伦（上海）律师事务所（以下简称"本所"）接受公司的委托，指 派律师出席并见证公司2026年第一次临时股东会（以下简称"本次会议"）。 本所律师根据《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》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业 规则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政 法规、规章、规范性文件及《游族网络股份有限公司章程》（以下简称"《公司 章程》"）的规定，就本次会议的召集、召开程序、召集人资格、出席会议人员 资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 1． ...

Core Insights - The Chinese mobile gaming industry is experiencing significant growth in research and development (R&D) investments, with the top 20 companies projected to invest over 99 billion yuan in 2024, marking an 8.8% year-on-year increase [1] - The domestic revenue from self-developed games is expected to exceed 260 billion yuan in 2024, reflecting a 1.7% increase compared to the previous year [4] - The overseas revenue from self-developed games is anticipated to surpass 18.5 billion USD in 2024, showing a 13.39% year-on-year growth [6] R&D Investments - The total R&D investment by the top 20 mobile gaming companies in China is projected to reach 99.02 billion yuan in 2024, with a continuous increase from 2017 to 2024 [1] - The number of R&D personnel in these companies has shown a declining trend, with a total of 15,721 employees in 2024, down by 1.66% year-on-year [3] - The median percentage of R&D personnel in the top 20 companies is 47.24% in 2024, which is a decrease of 5.97 percentage points from the previous year [3] Domestic Revenue - The actual sales revenue from self-developed games in the domestic market is projected to be 260.736 billion yuan in 2024, reflecting a 1.7% increase year-on-year [4] - The growth in domestic revenue is attributed to the expanding and maturing domestic gaming market, with companies focusing on self-developed games to capture market opportunities [4] Overseas Revenue - The overseas revenue from self-developed games is expected to reach 18.557 billion USD in 2024, marking a 13.39% increase compared to the previous year [6] - The overseas revenue has consistently exceeded 100 billion yuan for five consecutive years, driven by advancements in cloud gaming and AI technologies [6] - The primary markets for overseas revenue are the United States, Japan, and South Korea, contributing 31.06%, 17.32%, and 8.89% respectively to the total overseas income [8]

Market Overview - The gaming sector experienced a slight increase of 0.0% on January 22, with Mingchen Health leading the gains [1] - The Shanghai Composite Index closed at 4122.58, up 0.14%, while the Shenzhen Component Index closed at 14327.05, up 0.5% [1] Individual Stock Performance - Mingchen Health (002919) closed at 26.91, with a rise of 6.41% and a trading volume of 150,400 shares, amounting to a transaction value of 398 million yuan [1] - Other notable gainers included Shunwang Technology (300113) with a 2.35% increase, and Electric Soul Network (603258) with a 1.95% increase [1] - Conversely, stocks like Kaiying Network (002517) and Giant Network (002558) saw declines of 2.27% and 1.91%, respectively [2] Capital Flow Analysis - The gaming sector saw a net outflow of 222 million yuan from institutional investors, while retail investors experienced a net outflow of 97.08 million yuan [2] - Notable net inflows from retail investors were observed in stocks like Kunlun Wanwei (300418) and Yaoji Technology (002605) [3] ETF Performance - The Gaming ETF (159869) tracking the China Animation and Gaming Index decreased by 4.62% over the past five days, with a net redemption of 200 million yuan [5] - The Food and Beverage ETF (515170) saw a slight decline of 2.34% and an increase in shares by 4.5 million [5]

Market Overview - On January 21, the gaming sector declined by 0.71% compared to the previous trading day, with Dianhun Network leading the decline [1] - The Shanghai Composite Index closed at 4116.94, up 0.08%, while the Shenzhen Component Index closed at 14255.12, up 0.7% [1] Individual Stock Performance - Notable gainers included: - Sanqi Interactive Entertainment (002555) with a closing price of 28.31, up 3.97%, and a trading volume of 965,700 shares, totaling 2.707 billion yuan [1] - Xinghui Entertainment (300043) closed at 6.63, up 3.11%, with a trading volume of 989,000 shares, totaling 653 million yuan [1] - Notable decliners included: - Elevator Network (603258) closed at 18.95, down 3.76%, with a trading volume of 56,700 shares, totaling 108 million yuan [2] - Youzu Interactive (002174) closed at 12.00, down 2.52%, with a trading volume of 346,100 shares, totaling 419 million yuan [2] Capital Flow Analysis - The gaming sector experienced a net outflow of 159 million yuan from institutional investors, while retail investors saw a net outflow of 190 million yuan [2] - Retail investors contributed a net inflow of 349 million yuan [2] ETF Performance - Gaming ETF (product code: 159869) tracked the China Animation and Gaming Index, with a five-day decline of 4.17% and a price-to-earnings ratio of 42.07 [5] - The latest share count for the gaming ETF was 8.8 billion, with a decrease of 17 million shares and a net redemption of 27.706 million yuan [5]

Group 1 - The core point of the news is that Youzu Interactive experienced a decline of 5.12% in its stock price, reaching 12.42 CNY per share, with a trading volume of 315 million CNY and a turnover rate of 2.52%, resulting in a total market capitalization of 12.213 billion CNY [1] - Youzu Interactive, established on September 22, 1995, and listed on September 25, 2007, is primarily engaged in the development and operation of web and mobile games, with mobile games accounting for 70.51% of its main business revenue, PC games 28.93%, and others 0.57% [1] Group 2 - According to data from the top ten circulating shareholders of Youzu Interactive, Huaxia Fund's Huaxia Zhongzheng Animation Game ETF (159869) increased its holdings by 9.6908 million shares in the third quarter, bringing its total to 31.5384 million shares, which represents 3.21% of the circulating shares [2] - The Huaxia Zhongzheng Animation Game ETF (159869) was established on February 25, 2021, with a latest scale of 10.697 billion CNY, and has achieved a year-to-date return of 15.81%, ranking 177 out of 5531 in its category, and a one-year return of 70.39%, ranking 465 out of 4215 [2] Group 3 - The fund manager of Huaxia Zhongzheng Animation Game ETF (159869) is Lu Yayun, who has been in the position for 3 years and 222 days, managing a total asset size of 22.81 billion CNY, with the best fund return during his tenure being 97.04% and the worst being -31.74% [3] Group 4 - From the perspective of the fund's top ten heavy positions, Huaxia Zhongzheng Animation Game ETF (159869) increased its holdings in Youzu Interactive by 6.3175 million shares in the third quarter, totaling 28.165 million shares, which accounts for 3.05% of the fund's net value, making it the tenth largest heavy position [4]

Core Insights - The recent surge in IPOs for AI and semiconductor companies in China has attracted significant market attention, with notable performances from companies like MiniMax and Zhipu [1][2][3] - Major gaming companies such as Tencent, Mihayou, and others are increasingly investing in AI and semiconductor firms, indicating a trend of deep integration between the gaming industry and advanced technologies [1][12][15] Investment Highlights - MiniMax, an AI unicorn, debuted on the Hong Kong Stock Exchange with a first-day increase of 109%, reaching a market capitalization of over HKD 100 billion [1] - Mihayou, an early investor in MiniMax, holds approximately 6.1% of the company, with a current stake valued at around HKD 6.5 billion, reflecting a nearly 70-fold increase in valuation since its initial investment [2] - Zhipu, another AI company, saw its market cap exceed HKD 570 billion upon listing, with significant price increases shortly after [2][3] Strategic Investments by Gaming Companies - Tencent led a USD 250 million Series B funding round for MiniMax and has also invested in Zhipu, holding 1.58% and 2.58% stakes in these companies, respectively [3][12] - Other gaming companies, such as 37 Interactive Entertainment and Youzu Interactive, are also making strategic investments in AI and semiconductor firms, indicating a broader trend within the industry [3][11] Market Dynamics - The gaming industry is increasingly viewed as a significant player in the tech investment landscape, with analysts noting that gaming companies are leveraging their cash flow to support advancements in AI and semiconductor technologies [12][15] - The shift in perception of gaming companies from mere entertainment providers to strategic investors in high-tech sectors reflects a growing recognition of their role in driving technological innovation [15][16] Future Outlook - Analysts suggest that the investments made by gaming companies are not merely opportunistic but are driven by internal needs for enhanced computational power and AI tools to improve game development processes [13][14] - The trend of gaming companies investing in upstream technologies is expected to continue, fostering a symbiotic relationship between gaming and technological advancements [14][15]

Core Viewpoint - Youzu Interactive and Century Internet have established a strategic partnership to leverage their strengths in artificial intelligence applications and computing infrastructure, focusing on a green computing project in Inner Mongolia as part of the national "East Data West Computing" strategy [1] Group 1 - Youzu Interactive and Century Internet will collaborate closely on a green computing project [1] - The partnership aims to utilize each company's core advantages in their respective fields [1] - The collaboration is aligned with the national strategy to enhance computing capabilities in specific regions [1]

Group 1 - Shanghai Birun Technology Co., Ltd. debuted as the "first GPU stock in Hong Kong" in early January 2026, with a market value exceeding HKD 100 billion at one point and closing at HKD 82.6 billion [1] - Youzu Interactive (002174) invested in Birun Technology through a capital increase in August 2025, holding approximately 0.21% of the company's shares [1] - Youzu's investment in Birun Technology marks its first success in the frontier technology sector for 2026, alongside a strategic investment in Xiwang, which has raised over RMB 1.5 billion in multiple financing rounds [1] Group 2 - The investment in Birun Technology has led to significant floating profits, indicating that Youzu is evolving from a pure game content provider to a technology company driven by cutting-edge technology and cultural content [2] - Youzu's forward-looking layout in computing power and collaborations with industry partners like People’s Daily, Great Wall Technology, and Volcano Engine form a solid foundation for its "culture + technology" dual-driven strategy [2]

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002174 证券简称：游族网络 公告编号：2026-001 游族网络股份有限公司 第七届董事会第十八次会议决议公告 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。 游族网络股份有限公司（以下简称"公司"）第七届董事会第十八次会议于2026年1月6日在上海市徐汇区 宜山路711号华鑫商务中心2号楼公司会议室召开，会议通知已于2025年12月31日以邮件形式发出。会议 以现场结合通讯表决方式召开。会议应到董事9名，实到董事9名，公司高级管理人员列席会议。会议的 召开符合《中华人民共和国公司法》和《游族网络股份有限公司章程》的有关规定，合法有效。 本次会议由董事长宛正先生主持，与会董事就本次会议议案进行了审议、表决，形成了如下决议： 根据《中华人民共和国公司法》《上市公司股份回购规则》《深圳证券交易所上市公司自律监管指引第 9号一一回购股份》和公司回购股份方案的相关规定，公司回购股份用途为员工持股计划或股权激励， 若未按照披露用途转让的，则未使用的回购股份需在三年期限届满前依法予以注销。 截至目前，公司回 ...

（二）2021 年 7 月 19 日，公司将回购股份专用证券账户中的 8,522,393 股 非交易过户至第二期员工持股计划；2021 年 7 月 21 日，第二期员工持股计划通 过二级市场集中竞价交易方式累计购买公司股票 924,300 股；第二期员工持股 计划账户中总持股数为 9,446,693 股，占公司当时总股本 1.03%。根据公司《第 二期员工持股计划（草案修订稿）》，第二期员工持股计划的存续期为 48 个月， 自公司公告最后一笔标的股票过户至员工持股计划名下之日起算。具体内容详见 公司于 2021 年 7 月 21 日及 2021 年 7 月 22 日刊登在《中国证券报》《上海证券 报》《证券时报》《证券日报》及巨潮资讯网（http://www.cninfo.com.cn）上 的相关公告。 （三）2025 年 7 月 18 日，公司召开第七届董事会第十二次会议，审议通过 了《关于第二期员工持股计划存续期展期的议案》，同意将公司第二期员工持股 计划存续期展期 6 个月，即存续期自 2025 年 7 月 21 日延长至 2026 年 1 月 21 日止。具体内容详见公司于 2025 年 7 月 19 ...