关 于 国浩律师（杭州）事务所 展鹏科技股份有限公司 国浩律师（杭州）事务所 关于展鹏科技股份有限公司 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二〇二五年七月 2025 年第一次临时股东大会的 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 2025 年第一次临时股东大会的 国浩律师（杭州）事务所 法律意见书 法律意见书 致：展鹏科技股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受展鹏科技股份有限公司（以 下简称"公司"）委托指派律师出席公司 2025 年第一次临时股东大会（以下简称"本 次股东大会"），并依据《中华人民 ...

Group 1 - The company expects a net profit attributable to shareholders of the parent company for the first half of 2025 to be between -37 million yuan and -28 million yuan, indicating a loss compared to the same period last year [1][2] - The expected net profit after deducting non-recurring gains and losses is projected to be between -43 million yuan and -33 million yuan, representing a significant decrease compared to the previous year [2] - The anticipated loss for the first half of 2025 reflects a decrease of 3,258.58 thousand yuan to 4,158.58 thousand yuan, which corresponds to a year-on-year decline of 710.58% to 906.84% [1][2] Group 2 - The previous year's profit attributable to shareholders was 458.58 thousand yuan, with a total profit of 506.96 thousand yuan [2] - The decline in performance is attributed to the elevator components industry facing dual pressures of shrinking demand and overcapacity, leading to intensified competition and a drop in order volume and gross margin [2] - The military simulation system business contributed less profit due to fewer project acceptances in the first half of the year [2]

[Current Period Performance Forecast](index=1&type=section&id=Item%20I.%20Current%20Period%20Performance%20Forecast) The company forecasts a significant net loss for H1 2025, with attributable net profit ranging from **RMB -37 million to -28 million**, a substantial year-on-year decline - The performance forecast period is from **January 1 to June 30, 2025**[4](index=4&type=chunk) 2025 Semi-Annual Performance Forecast | Metric | Estimated Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | | Net Profit Attributable to Parent | -37.00 million to -28.00 million | ↓ 710.58% to 906.84% | | Net Profit Attributable to Parent (Excl. Non-Recurring Items) | -43.00 million to -33.00 million | ↓ 3411.71% to 4475.86% | - This performance forecast is **unaudited** by a certified public accountant[6](index=6&type=chunk) [Prior Period Operating Performance and Financial Status](index=1&type=section&id=Item%20II.%20Prior%20Period%20Operating%20Performance%20and%20Financial%20Status) In H1 2024, the company reported a net profit attributable to shareholders of **RMB 4.59 million**, contrasting sharply with the current period's projected loss 2024 Semi-Annual Performance Review | Metric | Amount (RMB) | | :--- | :--- | | Total Profit | 5.07 million | | Net Profit Attributable to Parent | 4.59 million | | Net Profit Attributable to Parent (Excl. Non-Recurring Items) | -0.94 million | | Earnings Per Share | 0.02 | [Primary Reasons for Current Period's Estimated Loss](index=2&type=section&id=Item%20III.%20Primary%20Reasons%20for%20Current%20Period%27s%20Estimated%20Loss) The company attributes the projected loss to challenges in two core business segments: declining demand and intense competition in elevator control systems due to the real estate downturn, and minimal profit contribution from military simulation systems due to project acceptance cycles - The **elevator control system business** experienced declining demand and intensified competition due to the real estate market downturn, leading to a simultaneous decrease in order volume and gross profit margin as the company adopted a 'price-for-volume' strategy[10](index=10&type=chunk) - The **military simulation system business** of Beijing Lingwei Junrong Technology Co., Ltd., a controlled subsidiary, contributed minimally to profit in H1 due to the industry's specific nature and fewer project acceptances[10](index=10&type=chunk) [Risk Warning](index=2&type=section&id=Item%20IV.%20Risk%20Warning) The company emphasizes that this performance forecast is based on preliminary financial department calculations and is unaudited, thus subject to uncertainty, though no other significant influencing factors have been identified - The performance forecast is a **preliminary calculation** by the company's finance department and has **not been audited** by a certified public accountant[11](index=11&type=chunk) - The company has **not identified** any other uncertain factors that could significantly impact the accuracy of this performance forecast[11](index=11&type=chunk) [Other Explanatory Notes](index=2&type=section&id=Item%20V.%20Other%20Explanatory%20Notes) The company reiterates that the data in this announcement are preliminary, and final accurate financial information will be based on the officially disclosed 2025 semi-annual report, advising investors to be aware of investment risks - The **final accurate financial data** will be subject to the company's officially disclosed **2025 semi-annual report**, and investors are advised to be aware of investment risks[12](index=12&type=chunk)

展鹏科技（603488）公告，预计2025年半年度实现归属于母公司所有者的净利润为-3700万元到-2800万 元，与上年同期相比，将出现亏损。预计2025年半年度实现归属于母公司所有者的扣除非经常性损益后 的净利润为-4300万元到-3300万元。 ...

Core Points - The company has decided to abolish the supervisory board and amend its Articles of Association to enhance operational standards and comply with the latest legal regulations [1][2] - The supervisory board's powers will be transferred to the audit committee of the board of directors, and relevant supervisory board regulations will be abolished [2][3] - The amendments to the Articles of Association and the cancellation of the supervisory board require approval from the shareholders' meeting before being registered with the relevant administrative authorities [2][3] Summary of Amendments - The company will no longer have a supervisory board, and the audit committee will assume its responsibilities [2] - The amendments to the Articles of Association include changes to various management systems to align with updated laws and regulations [2][3] - Specific management systems that are being revised or abolished will also require shareholder approval [2][3]

Core Points - The company announced the resignation of independent director Li Zhuanyuan and the subsequent nomination of Wang Xinrong as the new independent director [1][2] - Wang Xinrong will also take over the roles of chairman of the audit committee, nomination committee, and remuneration and assessment committee upon his election [2] Summary by Sections Announcement of Resignation - Li Zhuanyuan applied to resign from his positions as independent director and chairman of the audit committee, nomination committee, and remuneration and assessment committee [1] Nomination of New Independent Director - The company’s board of directors reviewed the qualifications of the independent director candidates and approved the nomination of Wang Xinrong during the board meeting held on July 8, 2025 [1] - Wang Xinrong's term will last until the end of the current board's term, starting from the date of approval by the shareholders' meeting [1] Candidate Profile - Wang Xinrong, born in 1962, is a Chinese national with a bachelor's degree and is a senior accountant [2] - His previous positions include various roles at China National Machine Tool Corporation and currently serves as a director at Beijing Wadeneng Technology Co., Ltd. and a supervisor at Beijing Intercontinental Rongyuan Investment Co., Ltd. [2]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder, actual controller, and their related parties from occupying company funds, ensuring the protection of the company's and stakeholders' legal rights [1][2]. Group 1: Definitions and Responsibilities - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total shares or having significant influence over shareholder meetings [2]. - The actual controller is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [2]. - The company’s board of directors and senior management are legally obligated to maintain the safety of the company's funds [1][8]. Group 2: Prevention Measures - The company must prevent the controlling shareholder, actual controller, and their related parties from occupying funds through various means [7]. - Non-operational fund occupation includes situations where the company pays expenses or provides loans without a legitimate transaction background [1][4]. - The company is prohibited from providing funds directly or indirectly to the controlling shareholder, actual controller, or their related parties [3][4]. Group 3: Transaction Regulations - All related transactions with the controlling shareholder and actual controller must comply with legal regulations and the company's decision-making procedures [10]. - The company must ensure that any operational transactions have a genuine economic contract and adhere to strict approval processes [6][10]. Group 4: Accountability and Penalties - The company will impose economic penalties on directors and senior management who assist or condone the occupation of company assets by the controlling shareholder or actual controller [27][30]. - The board of directors is responsible for establishing a verification system to regularly check the company's financial status and transactions with related parties [8][22]. Group 5: Implementation and Effectiveness - The management system will take effect upon approval by the company's shareholders' meeting [32]. - The board of directors is responsible for interpreting the management system [33].

Core Viewpoint - The article outlines the selection and appointment procedures for accounting firms by Zhangpeng Technology Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work and financial information [1][2]. Group 1: General Principles - The company establishes a system for the selection of accounting firms to comply with relevant laws and regulations, aiming to protect shareholder interests and enhance audit quality [1]. - The selection process must be approved by the audit committee and the board of directors, with final decisions made by the shareholders' meeting [1][2]. Group 2: Conditions for Selection - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation, with no significant penalties or investigations in the past three years [2][5]. - The firms should have a fixed workplace, sound organizational structure, and be familiar with relevant financial laws and regulations [2][5]. Group 3: Selection Procedures - The audit committee is responsible for the selection process, which includes proposing candidates, evaluating qualifications, and supervising the selection [3][4]. - The selection methods must ensure fairness and transparency, including competitive negotiations and public tenders [4][5]. Group 4: Evaluation and Reporting - The audit committee must evaluate the performance of the selected accounting firm annually and report to the board of directors [7]. - The company is required to disclose information about the accounting firm, including service duration and audit fees, in its annual report [7][8]. Group 5: Reappointment and Replacement - The company may reappoint an accounting firm without public selection if it meets the requirements, ensuring continuity in audit work [4][5]. - Conditions for replacing an accounting firm include significant quality defects, delays in audit work, or loss of qualifications [8][9].

Core Viewpoint - The company has established a separate voting management method for small and medium-sized investors to ensure their rights and interests are protected in significant decision-making processes [1][5]. Group 1: General Provisions - The purpose of the management method is to implement government policies aimed at promoting the healthy development of the capital market and protecting the legal rights of small and medium-sized investors [1]. - Small and medium-sized investors are defined as shareholders excluding company directors, senior management, and those holding 5% or more of the company's shares [1]. Group 2: Scope of Separate Voting - Separate voting applies to significant matters affecting the interests of small and medium-sized investors, including profit distribution plans, capital changes, mergers, and major asset restructuring [1][2]. - Specific matters requiring separate voting include profit distribution, capital increase or decrease, major asset restructuring, and issuance of securities [1]. Group 3: Voting Procedures - The company will use a combination of on-site and online voting methods for shareholder meetings, allowing small and medium-sized investors to choose their preferred voting method [2]. - Separate registration for small and medium-sized investors will be conducted, and their voting results will be specifically highlighted during the announcement of voting outcomes [2][3]. Group 4: Information Disclosure - The company must disclose the matters subject to separate voting in the shareholder meeting notice, including details on the voting methods and the participation of small and medium-sized investors [4]. - The announcement of resolutions from meetings that utilized separate voting must include the voting results of small and medium-sized investors, detailing the number of votes for, against, and abstentions [4]. Group 5: Supplementary Provisions - Any matters not covered by this management method will follow the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [5]. - The board of directors is responsible for revising and interpreting this management method, which will take effect upon approval by the board [5].

Core Points - The company has established a management system for the holding and trading of its stocks by directors and senior management to maintain market order and comply with relevant laws and regulations [1][2][3] - The system applies to directors, senior management, and other specified individuals or organizations involved in the trading of the company's stocks [1][2] - Directors and senior management must notify the board secretary in writing before trading their shares, and the board secretary is responsible for verifying the situation regarding information disclosure and significant events [2][3] Section Summaries Chapter 1: General Provisions - The management system aims to strengthen the control over stock trading by directors and senior management, ensuring compliance with laws such as the Company Law and Securities Law [1] - The system applies to all relevant parties involved in stock trading [1] Chapter 2: Reporting Stock Trading Behavior - Directors and senior management must report their trading plans to the board secretary, who will assess potential risks [2] - The company must apply for the registration of shares with transfer restrictions when certain conditions are met [2][3] Chapter 3: Restrictions on Stock Trading - The annual transferable share limit for directors and senior management is set at 25% of their total holdings [4] - Shares acquired during the year can be transferred within specified limits, and untransferred shares will count towards the next year's calculation [4][5] Chapter 4: Prohibited Trading Situations - Directors and senior management are prohibited from transferring shares under specific circumstances, such as during the first year of listing or within six months after leaving their position [6][7] - Violations of trading regulations will result in the company recovering any profits made from such trades [6][7] Chapter 5: Disclosure of Stock Trading Behavior - The board secretary is responsible for managing and reporting the stock holdings of directors and senior management [8] - The company must disclose stock trading activities in regular reports, including the number of shares held at the beginning and end of the reporting period [8][9] Chapter 6: Supplementary Provisions - The management system will take effect upon approval by the board and will be interpreted and modified by the board as necessary [12][29]