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]

Core Viewpoint - The legal opinion letter from Shanghai Landing Law Firm confirms that Shenzhen Guangfeng Technology Co., Ltd.'s 2022 Restricted Stock Incentive Plan has achieved necessary approvals and authorizations regarding the cancellation of certain unvested restricted stocks and the fulfillment of conditions for the second vesting period of reserved grants [11][19]. Group 1: Implementation of the Incentive Plan - The legal opinion letter is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and confirms the legality of the 2022 Restricted Stock Incentive Plan [2][11]. - The company has conducted multiple meetings to approve the necessary resolutions related to the incentive plan, including the approval of the initial grant of 8.4 million restricted stocks to 100 incentive targets on May 25, 2022 [5][6]. Group 2: Cancellation of Restricted Stocks - A total of 7.575 million shares of restricted stock have been canceled due to certain incentive targets no longer qualifying and performance assessments not meeting the required standards [12][19]. - The cancellation of these stocks is deemed compliant with relevant laws and regulations, ensuring no adverse impact on the company's financial status or shareholder interests [12][19]. Group 3: Conditions for the Second Vesting Period - The second vesting period for the reserved grants is defined as the period from December 27, 2024, to December 26, 2025, and has entered this phase as of the date of the legal opinion [11][19]. - The conditions for the second vesting period have been met, including the absence of negative audit opinions and compliance with performance targets [13][19]. Group 4: Disclosure and Compliance - The company is required to disclose the resolutions related to the incentive plan within two trading days following the meetings, ensuring compliance with information disclosure obligations [19]. - The legal opinion confirms that all actions taken regarding the incentive plan are in accordance with the relevant laws, regulations, and the company's internal policies [11][19].

Core Viewpoint - Shenzhen Guangfeng Technology Co., Ltd. has announced adjustments to the grant prices of its restricted stock incentive plans due to the completion of its annual profit distribution and other related matters [1][10][12]. Summary by Sections Stock Incentive Plan Procedures - The company has followed the necessary procedures for the approval of the 2021 Second Phase Restricted Stock Incentive Plan, including independent opinions from directors and verification by the supervisory board [1][6]. - The independent directors confirmed that the incentive plan is beneficial for the company's sustainable development and does not harm the interests of shareholders [1][6]. Adjustments to Grant Prices - The grant price for the first type of restricted stock was adjusted from 20 CNY/share to 19.895 CNY/share, and for the second type from 23 CNY/share to 22.895 CNY/share [3][12]. - Subsequent adjustments were made, with the first type of grant price changing to 19.841 CNY/share and the second to 22.841 CNY/share [3][12]. - The latest adjustments for the 2021 plan set the first type at 19.746 CNY/share and the second at 22.746 CNY/share, while the 2022 plan's prices were adjusted to 15.246 CNY/share for reserved grants [10][12]. Impact of Adjustments - The adjustments to the grant prices are in compliance with relevant laws and regulations and will not have a substantial impact on the company's financial status or operating results [12][13]. - The supervisory board has verified that the adjustment procedures are legal and do not harm the interests of shareholders, particularly minority shareholders [13]. Legal Opinions - The legal opinion from Shanghai Landi Law Firm confirms that the adjustments to the grant prices have received necessary approvals and comply with applicable laws and regulations [13].

证券代码：688007 证券简称：光峰科技 公告编号：2025-041 深圳光峰科技股份有限公司 关于作废部分已授予尚未归属的 2021 年第二期 限制性股票的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 深圳光峰科技股份有限公司（以下简称"光峰科技"或"公司"）于2025年8月28 日分别召开第三届董事会第八次会议、第三届监事会第四次会议，审议通过《关于作废 部分已授予尚未归属的2021年第二期限制性股票的议案》，现将相关事项公告如下： 一、公司 2021 年第二期限制性股票激励计划已履行的程序 第三次会议，审议通过《关于公司＜2021 年第二期限制性股票激励计划（草案）＞ 及其摘要的议案》《关于公司＜2021 年第二期限制性股票激励计划实施考核管理办 法＞的议案》等议案。公司独立董事就激励计划是否有利于公司的持续发展及是否 存在损害公司及全体股东利益的情形发表独立意见。公司监事会对激励计划的相关 事项进行核实并出具核查意见。 和职务在公司内部进行公示。在公示期内，公司监事会未收到与本激励计划激励对 象有关的任何 ...

证券代码：688007 证券简称：光峰科技 公告编号：2025-042 深圳光峰科技股份有限公司 关于公司 2021 年第二期限制性股票激励计划首次授予 第三个归属期符合归属条件的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 计划草案公告时公司股本总额 45,275.69 万股的 2.32%；其中首次授予 840 万股， 占本激励计划公告日公司股本总额 45,275.69 万股的 1.86%；预留授予 210 万股， 占本激励计划公告日公司股本总额 45,275.69 万股的 0.46%。 属条件后，激励对象可以每股 19.746 元或每股 22.746 元的价格购买公司向激励 对象增发的公司 A 股普通股股票。 | 核年度 | | | 目标值（Am） | 触发值(An) | | | --- | --- | --- | --- | --- | --- | | 第一个归属期 | 2021 | 年 | 3.0 | 2.4 | 不低于前二个会计年度的平均水平 | | 第二个归属期 | 2022 | 年 | ...

Core Viewpoint - The company has announced the cancellation of a portion of the unvested restricted stock granted under the 2022 incentive plan due to certain incentive objects no longer qualifying and performance assessment results not meeting the required standards [1][4][9]. Summary by Sections Incentive Plan Approval Process - The company has followed the necessary approval procedures for the 2022 restricted stock incentive plan, including independent opinions from directors and verification by the supervisory board [1][2][3]. Adjustments to Grant Price - The grant price for the restricted stock was adjusted multiple times, with the final adjustment setting the price at 15.246 yuan per share due to the completion of annual equity distribution matters [4][7]. Cancellation of Restricted Stock - A total of 75,750 shares of restricted stock were canceled due to the departure of incentive objects and the failure of their respective units to meet performance criteria [8]. Impact on Financials - The cancellation of the unvested restricted stock will not affect the company's financial status or operational results, nor will it hinder the ongoing implementation of the stock incentive plan [9]. Supervisory Board Opinion - The supervisory board has confirmed that the cancellation of the unvested restricted stock complies with legal regulations and does not harm the interests of shareholders, particularly minority shareholders [9]. Legal Opinion - The legal opinion confirms that the cancellation of the restricted stock has received the necessary approvals and is in accordance with relevant laws and regulations [9].