Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Shenzhen Guangfeng Technology Co., Ltd. and assist the board in making informed decisions [1][2] - The committee is responsible for formulating and executing compensation plans for directors and senior management, as well as developing assessment standards [3][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of at least three directors, with a majority being independent directors [2] - The committee is chaired by an independent director elected by the board [2] Group 2: Responsibilities and Authority - The committee is tasked with creating assessment standards for directors and senior management, and it must propose compensation policies to the board [3][4] - It is responsible for reviewing and suggesting changes to stock incentive plans and employee stock ownership plans [3] Group 3: Meeting Procedures - Meetings can be called by committee members as needed, with a notice period of three days, although this can be waived in emergencies [5][6] - A quorum requires the presence of more than half of the committee members, and decisions are made by a majority vote [6][7] Group 4: Evaluation Process - The committee can investigate the performance and duties of directors and senior management, requiring cooperation from relevant departments [9] - The evaluation process includes a presentation by directors and senior management, followed by performance assessments and recommendations for compensation [9]

General Provisions - The purpose of the General Manager Work System is to clarify the authority and responsibilities of the management team of Shenzhen Guangfeng Technology Co., Ltd. and to regulate their work behavior according to relevant laws and regulations [1][2] - The company has one General Manager, several Deputy General Managers, and one Chief Financial Officer, with the option to establish a General Manager's office to assist the General Manager [1] Qualifications and Responsibilities - The General Manager is appointed by the Board of Directors and is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [2][3] - The term of the General Manager is three years, with the possibility of reappointment [2] - Specific disqualifications for the General Manager and other senior management include criminal convictions, bankruptcy involvement, and financial irresponsibility [2] Authority of the General Manager - The General Manager has the authority to manage the company's operations, implement annual plans, propose internal management structures, and suggest appointments or dismissals of senior management [2][3][4] - The Deputy General Managers are nominated by the General Manager and are responsible for assisting in management and reporting to the General Manager [3] Financial Management - The Chief Financial Officer is responsible for the company's financial work, including drafting financial accounting systems and ensuring the accuracy of financial reports [3][4] - The CFO must maintain communication with financial institutions to ensure necessary financial support for operations [3] Meeting Procedures - The General Manager's office meetings are held to discuss major operational and management issues, with meetings typically occurring monthly [5][6] - Meeting agendas must be communicated three days in advance, and important materials should be provided one day prior to the meeting [6][8] Decision-Making and Reporting - Decisions made in the General Manager's office meetings must be documented in meeting minutes, which include key details and must be preserved [8][9] - The General Manager is required to report regularly to the Board of Directors on various operational aspects, including financial status and major contracts [10][11] Compliance and Ethics - The General Manager and senior management must adhere to legal obligations and avoid conflicts of interest, ensuring that company interests are prioritized over personal gains [4][5] - Any income obtained in violation of these regulations must be returned to the company, and responsible parties may face compensation liabilities [5]

General Principles - The purpose of the Nomination Committee is to standardize the nomination of directors and senior management, optimize the composition of the board, and improve the corporate governance structure in accordance with relevant laws and regulations [1][2] - The Nomination Committee is a specialized working body established by the board of directors, responsible for formulating selection criteria and procedures for directors and senior management, and reviewing their qualifications [1][2] Composition of the Committee - The Nomination Committee consists of three or more directors, with independent directors making up the majority [2][3] - The chairperson of the committee is an independent director elected by the board [2] Responsibilities and Authority - The committee is responsible for proposing the nomination or dismissal of directors and the hiring or firing of senior management, as well as other matters stipulated by laws and regulations [3][4] - If the board does not fully adopt the committee's recommendations, it must record the committee's opinions and the reasons for non-adoption in the board's resolution [3][4] Decision-Making Procedures - The committee must research the qualifications and selection procedures for directors and senior management, and submit its decisions to the board for approval [4][5] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and obtaining consent from nominees [4][5] Meeting Rules - Meetings require the presence of more than half of the committee members to be valid, and decisions are made by a majority vote [5][6] - Members can attend meetings in person or by proxy, and must submit a signed authorization letter if they cannot attend [5][6] Voting and Documentation - Voting intentions are categorized as "agree," "disagree," or "abstain," and any member not participating in the vote is considered to have abstained [6][7] - Meeting records must be kept for at least ten years, and all participants are bound by confidentiality regarding the discussed matters [7][8]

深圳光峰科技股份有限公司 董事会战略与 ESG 委员会工作制度 （2025 年 8 月修订） 第一章 总 则 第一条 为适应公司战略发展需要，健全投资决策程序，加强决策科学性， 提高重大投资决策的效率和决策的质量，完善公司治理结构，提升公司环境、社 会及治理（以下简称"ESG"）绩效，根据《中华人民共和国公司法》《上市公 司治理规则》《上海证券交易所科创板股票上市规则》《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》等法律、法规和规范性文件（以下简称"法 律法规"）及《公司章程》，公司董事会特设立董事会战略与 ESG 委员会（以下 简称"战略与 ESG 委员会"），并制定本工作制度。 第二条 战略与 ESG 委员会是董事会按照《公司章程》设立的专门工作机 构，主要负责对公司中长期发展战略、环境、社会及治理（ESG）发展和重大投 资决策进行研究并提出建议，对董事会负责。 第四条 战略与 ESG 委员会设主任委员（召集人）1 名，由董事长担任，由 董事会选举产生，负责主持委员会工作。 第五条 战略与 ESG 委员会任期与董事会任期一致，委员任期届满连选可 以连任。任职期间如有委员不再担任公司董事职务 ...

General Principles - The independent director system aims to improve the corporate governance structure of Shenzhen Guangfeng Technology Co., Ltd. and ensure the independent directors fulfill their roles effectively to protect the interests of the company and its shareholders [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Duties - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, provide professional advice, and fulfill other responsibilities as mandated by laws and regulations [1][3] - They must act independently and impartially, free from influence by the company or its major shareholders [2][3] Qualifications and Conditions - Independent directors must meet specific qualifications, including having relevant experience and knowledge in law, accounting, or economics, and must not have any significant negative records [4][5] - The company must ensure that independent directors maintain their independence and that at least one-third of the board consists of independent directors, including a majority on the audit committee [2][4] Nomination and Election - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and their qualifications must be verified before nomination [6][7] - The election of independent directors must follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [8][9] Rights and Responsibilities - Independent directors have the right to independently hire external advisors for audits or consultations and must be present at board meetings to express their opinions [10][11] - They are required to report any conflicts of interest and can request explanations from the company regarding compliance with laws and regulations [12][13] Meeting Procedures - The company must facilitate meetings of independent directors, ensuring they have access to necessary information and resources [14][15] - Independent directors must document their opinions and decisions during meetings, which should be recorded and preserved for at least ten years [16][17] Communication and Reporting - Independent directors are expected to communicate regularly with minority shareholders and provide annual reports on their activities and responsibilities [18][19] - The company must ensure that independent directors receive timely information about company operations and any significant issues that may arise [20][21]

Core Viewpoint - The establishment and operation of the Audit Committee of Shenzhen Guangfeng Technology Co., Ltd. aim to enhance internal control, ensure effective supervision by the board of directors, and improve corporate governance structure [1]. Group 1: General Provisions - The Audit Committee is a specialized working body established by the board of directors, responsible for communication and coordination of internal and external audits, supervising the implementation of internal audit systems, and reporting to the board [1][2]. - The committee members must dedicate sufficient time and effort to fulfill their responsibilities effectively [2]. Group 2: Composition of the Committee - The Audit Committee consists of at least three directors, with a majority being independent directors, and the chairperson must be a qualified accounting professional [6][7]. - The term of the committee members aligns with that of the board, with independent directors limited to a maximum of six consecutive years [7][8]. Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [11][12]. - The committee is tasked with evaluating the independence and professionalism of external auditors and proposing their appointment or dismissal [14][15]. Group 4: Internal Control and Audit - The Audit Committee supervises the internal audit department, ensuring it operates effectively and reports on significant issues [17][18]. - The committee is responsible for assessing the effectiveness of internal controls and ensuring timely rectification of any identified deficiencies [19][20]. Group 5: Meeting Procedures - The Audit Committee must hold at least one regular meeting each quarter, with provisions for special meetings as needed [33][34]. - Decisions require a majority vote from attending members, and detailed records of meetings must be maintained for at least ten years [45][46].

Core Points - The company is Shenzhen Appotronics Corporation Limited, established as a joint-stock company under Chinese law, with a registered capital of RMB 4.59291145 billion [2][3] - The company was approved for registration by the China Securities Regulatory Commission on June 30, 2019, and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 18, 2019, issuing 68 million shares to the public [2][3] - The company's business scope includes research and innovation in laser technology and products, as well as the development and sale of semiconductor optoelectronic products and related services [4][5] Company Structure - The company is a permanent joint-stock company, with its legal representative being the general manager [3][4] - The company has a total of 45,929,114.5 shares issued, all of which are ordinary shares [7] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] Share Issuance and Management - The company issues shares in the form of stocks, with equal rights for each share of the same category [6][7] - The company can increase its capital through various methods, including issuing shares to unspecified objects, subject to shareholder approval [8][9] - The company is prohibited from acquiring its own shares, except under specific circumstances such as capital reduction or employee stock ownership plans [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as the right to sue the company or its directors under certain conditions [12][13] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [17][18] - The company must maintain a shareholder register based on records from the securities registration and settlement institution [12][13] Corporate Governance - The company’s board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [26][27] - The company must disclose significant transactions and ensure that related party transactions are conducted fairly and transparently [20][21] - The company is required to hold an annual general meeting within six months after the end of the fiscal year [26][27]

Core Viewpoint - The legal opinion letter from Shanghai Landing Law Firm confirms the validity of Shenzhen Guangfeng Technology Co., Ltd.'s (hereinafter referred to as "Guangfeng Technology") actions regarding the cancellation of certain unvested restricted stocks and the achievement of vesting conditions for the first grant of the third vesting period under the 2021 Second Phase Restricted Stock Incentive Plan [1][11][20]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws and regulations, including the Company Law, Securities Law, and relevant guidelines from the Shanghai Stock Exchange [2][11]. - The firm has conducted thorough verification and confirmed that the facts stated in the opinion are true, accurate, and complete, ensuring compliance with legal standards [3][11]. Group 2: Incentive Plan Implementation - The 2021 Second Phase Restricted Stock Incentive Plan involves the cancellation of 414,000 shares of restricted stock due to five incentive targets leaving the company and performance assessments not being met [11][12]. - The plan allows for the vesting of 1,170,000 shares for 29 eligible incentive targets, with the vesting conditions having been met as of December 7, 2024 [10][19]. Group 3: Approval and Authorization - The necessary approvals and authorizations for the cancellation of restricted stocks and the vesting of stocks have been obtained from the board and supervisory committee [11][20]. - The independent directors have expressed that the incentive plan is beneficial for the company's sustainable development and does not harm the interests of shareholders, especially minority shareholders [4][12]. Group 4: Disclosure and Reporting - The company is required to disclose the decisions made during the meetings regarding the cancellation of restricted stocks and the vesting conditions within two trading days [20]. - The company will continue to fulfill its information disclosure obligations as the incentive plan progresses [20].

Core Viewpoint - The legal opinion letter issued by Shanghai Landing Law Firm confirms that Shenzhen Guangfeng Technology Co., Ltd.'s 2021 and 2022 restricted stock incentive plans have undergone necessary approvals and adjustments regarding the grant price, complying with relevant laws and regulations [2][18]. Group 1: Legal Framework and Approval Process - The legal opinion is based on the Company Law, Securities Law, and relevant regulations governing stock incentive plans [2][3]. - The approval process for the 2021 second phase and 2022 restricted stock incentive plans involved multiple meetings where related proposals were reviewed and approved, ensuring no conflicts of interest from related directors [3][4][10]. - The independent opinions from the supervisory board confirmed that the incentive plans are beneficial for the company's sustainable development and do not harm the interests of shareholders, especially minority shareholders [4][10]. Group 2: Grant Price Adjustments - The grant price for the 2021 second phase restricted stock was adjusted from 20.00 CNY/share to 19.895 CNY/share and from 23.00 CNY/share to 22.895 CNY/share due to the company's annual equity distribution [5][6]. - For the 2022 restricted stock plan, the grant price was adjusted from 15.50 CNY/share to 15.395 CNY/share, and subsequently to 15.341 CNY/share due to the annual equity distribution [12][13]. - The latest adjustments for the 2021 plan set the grant prices at 19.746 CNY/share and 22.746 CNY/share, while the 2022 plan's price was adjusted to 15.246 CNY/share [16][17]. Group 3: Information Disclosure - The company is required to announce the resolutions related to the adjustments within two trading days, ensuring compliance with disclosure obligations [17][18]. - The legal opinion confirms that the information disclosure related to the incentive plans aligns with the Management Measures and Self-Regulatory Guidelines [18].

Fundraising Overview - The company raised a total of RMB 119 million from its initial public offering (IPO), with a net amount of RMB 106.25 million after deducting issuance costs of RMB 12.75 million [1] - The IPO involved the issuance of 68 million shares at a price of RMB 17.50 per share [1] Investment Project Status - The net amount raised is planned to be invested in specific projects totaling RMB 100 million, with adjustments made to the expected operational status dates for several projects [2] - The project "New Generation Laser Display Product R&D and Industrialization" is now expected to reach operational status by December 2022, while the "Headquarters R&D Center Project" and "Information System Upgrade Project" have been postponed to March 2025 [2] Use of Excess Funds - The company has approved the use of excess funds for share repurchase, with a total repurchase amount not less than RMB 10 million and not exceeding RMB 20 million, at a price not exceeding RMB 26.89 per share [3][4] - As of June 30, 2025, the total excess funds amount to RMB 70.14 million, with RMB 5.07 million planned for permanent working capital supplementation [5] Board and Supervisory Committee Approval - The board of directors approved the use of excess funds for permanent working capital on August 28, 2025, pending shareholder approval [6] - The supervisory committee also reviewed and agreed that the use of excess funds for working capital would enhance fund utilization efficiency without significantly impacting normal operations [6] Sponsor's Verification Opinion - The sponsor, Huatai United Securities, confirmed that the use of excess funds for permanent working capital complies with relevant regulations and does not harm the interests of shareholders, particularly minority shareholders [7][8]