法律意见书 关于深圳市燕麦科技股份有限公司 第二个归属期归属条件成就、部分限制性股票作废以及 第一个归属期归属条件成就相关事项的 法律意见书 中国广东深圳市福田区益田路 6001 号太平金融大厦 11、12 楼 邮编：518038 电话（Tel）：（0755）88265288 传真（Fax）：（0755）88265537 法律意见书 法律意见书 | 释义 | | | | --- | --- | --- | | 在本法律意见书内，除非文义另有所指，下列简称和词语具有以下含义： | | | | 深圳市燕麦科技股份有限公司 | 公司 指 | | | 符合 | | 2022 年激励计划、2023 年激励计划授予条件的激励对象，在 | | 指 | 限制性股票 | 满足相应归属条件后分次获得并登记的公司股票，为第二类限制性 | | 股票 | | | | 根据 | | 2022 年激励计划、2023 年激励计划的相关规定获得限制性股 | | 指 | 激励对象 | | | 票的人员 | | | | 公司 | | 2022 年激励计划以及 2023 年激励计划授予价格（含预留授予） | | 指 | 本次调整 | | | 的调整 ...

Core Points - The board of directors of Shenzhen Oat Technology Co., Ltd. held its second meeting of the fourth session on August 28, 2025, to review and approve the 2025 semi-annual report and other related matters [1][2][3] Group 1: Board Meeting and Resolutions - The board confirmed that the preparation and review process of the 2025 semi-annual report complied with relevant laws and regulations, accurately reflecting the company's financial status and operational results [1][2] - All resolutions were unanimously approved by the attending directors, with no votes against or abstentions [2][5] - The board also confirmed that the use of raised funds complied with regulatory requirements and that there were no violations regarding the use of these funds [2][3] Group 2: Stock Incentive Plans - The board approved adjustments to the grant prices of the 2022 and 2023 restricted stock incentive plans, ensuring compliance with relevant regulations and not harming the interests of the company and its shareholders [4][5] - The board agreed to cancel certain unvested restricted stocks from the 2022 incentive plan, which aligns with regulatory requirements [5][6] - The board confirmed that the vesting conditions for certain restricted stocks from both the 2022 and 2023 plans had been met, allowing for the vesting of 170,400 shares and 235,762 shares respectively [5][6] Group 3: Cash Management - The board approved an adjustment to the cash management limit for temporarily idle raised funds, ensuring that this would not negatively impact the company's operations or investment projects [6][8] - The board emphasized that the cash management practices would enhance the efficiency and returns of the raised funds [6][8]

Core Viewpoint - The company has confirmed the use of temporarily idle raised funds for cash management and increased the cash management limit, ensuring that it does not affect the normal operation of its fundraising investment plans [1][3][4]. Fundraising Basic Situation - The company completed its initial public offering (IPO) of RMB ordinary shares on June 2, 2020, with all funds raised amounting to a total of RMB 300 million [1]. Previous Use of Idle Funds - On April 22, 2025, the company approved the use of up to RMB 30 million of temporarily idle raised funds for cash management, with a maximum investment period of 12 months [2]. Current Confirmation and Increase of Cash Management Limit - The company acknowledged that from April 22, 2025, to August 28, 2025, the balance of idle funds used for cash management exceeded the board's authorized limit, reaching a maximum of RMB 56.5 million, which is RMB 26.5 million over the authorized limit [2][3]. - On August 28, 2025, the company held a board meeting to confirm the excess use of idle funds and proposed to increase the cash management limit while maintaining the same investment period [3][4]. Impact on Company Operations - The increase in cash management limits has not adversely affected the company's daily operations or the progress of fundraising investment projects, ensuring no harm to shareholder interests [4][5]. Special Opinion Statement - The board believes that the confirmation of the cash management limit will enhance the efficiency of fund usage and increase returns for the company and its shareholders [4][5]. Sponsor's Verification Opinion - The sponsor, Huatai United Securities, has verified that the increase in cash management limits complies with relevant regulations and has not caused any significant adverse effects on the company's operations or fundraising projects [4][5].

Core Viewpoint - Shenzhen Oat Technology Co., Ltd. has announced the cancellation of part of the unvested restricted stock from the 2022 incentive plan due to the departure of certain incentive targets, resulting in a total of 206,800 shares being invalidated [1][4][5]. Group 1: Decision Process and Disclosure - The board of directors approved the proposal to cancel part of the unvested restricted stock at the second meeting of the fourth board on August 28, 2025 [1]. - The independent directors provided opinions on whether the 2022 restricted stock incentive plan would benefit the company's sustainable development and whether it would harm the interests of the company and all shareholders [1][2]. - The supervisory board verified the relevant matters of the incentive plan and issued related verification opinions [1][2]. Group 2: Specifics of the Canceled Restricted Stock - The cancellation was based on the regulations of the "Management Measures for Equity Incentives of Listed Companies" and the company's incentive plan, as 12 incentive targets had left the company, disqualifying them from the incentive program [4][5]. - The number of incentive targets for the 2022 plan was adjusted from 45 to 33, with 196,000 shares being canceled [4][5]. Group 3: Impact on the Company - The cancellation of the restricted stock will not have a significant impact on the company's operational situation, nor will it affect the stability of the technical and management teams [5]. - The board's remuneration and assessment committee believes that the cancellation aligns with relevant laws and regulations and does not harm the interests of the company and its shareholders [5][6]. Group 4: Legal Opinions - Guangdong Xinda Law Firm concluded that the adjustments and cancellations related to the 2022 incentive plan have received the necessary approvals and authorizations, and the conditions for vesting have been met [6][7].

Core Insights - Shenzhen Oat Technology Co., Ltd. reported strong performance in the first half of 2025, with significant growth in core business and successful expansion into new markets [2] - The company achieved a revenue of 228 million yuan, representing a year-on-year increase of 32.09%, and a net profit attributable to shareholders of 28.93 million yuan, up 18.67% year-on-year [2] - The net cash flow from operating activities turned positive, reaching 70.06 million yuan [2] Business Performance - The traditional FPC testing equipment business continued to thrive, benefiting from the expanding global consumer electronics market and increasing demand for FPC [2] - Oat Technology has solidified its market share, serving eight of the top ten global FPC companies and establishing strong ties with major brands like Apple [2] - R&D investment reached 60.24 million yuan, accounting for 26.38% of revenue, with advancements in testing, precision machinery, and machine vision technologies [2] New Business Development - New business segments, particularly semiconductor testing equipment and automotive electronics, have become key growth drivers [3] - The company has received recognition for its pressure sensor testing equipment from leading domestic clients and is advancing in humidity and temperature sensor testing [3] - The acquisition of Singapore's AxisTec has enabled Oat Technology to enter high-value markets such as silicon photonic wafer testing, with ongoing product deliveries to overseas wafer fabs [3]

登录新浪财经APP 搜索【信披】查看更多考评等级 公司代码：688312 公司简称：燕麦科技 第一节 重要提示 1.1本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规 划，投资者应当到www.sse.com.cn网站仔细阅读半年度报告全文。 1.2重大风险提示 公司已在本报告中描述公司面临的风险，敬请查阅本报告第三节"管理层讨论与分析"中"五、风险因 素"相关内容，请投资者予以关注。 1.3本公司董事会及董事、高级管理人员保证半年度报告内容的真实性、准确性、完整性，不存在虚假 记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 1.4公司全体董事出席董事会会议。 1.5本半年度报告未经审计。 1.6董事会决议通过的本报告期利润分配预案或公积金转增股本预案 不适用 □适用 √不适用 第二节 公司基本情况 2.1公司简介 公司股票简况 ■ 公司存托凭证简况 □适用 √不适用 联系人和联系方式 ■ 2.2主要财务数据 1.7是否存在公司治理特殊安排等重要事项 单位：元 币种：人民币 ■ 2.3前10名股东持股情况表 单位: 股 ■ 2.4前十名境内存托凭证持有人情况表 □适 ...

Core Viewpoint - The company has approved several resolutions regarding its stock incentive plans and the management of idle raised funds, ensuring compliance with relevant laws and regulations while aiming to enhance fund utilization efficiency and shareholder returns [3][7][35]. Group 1: Stock Incentive Plans - The board approved the resolution to cancel 196,000 shares of unvested restricted stock from the 2022 incentive plan due to 12 participants no longer qualifying [40]. - The board confirmed that the conditions for the second vesting period of the 2022 restricted stock incentive plan and the first vesting period of the 2023 plan have been met, allowing 170,400 shares and 235,762 shares to vest for 33 and 27 eligible participants respectively [3][39]. - The board's decisions regarding the stock incentive plans comply with the Company Law, Securities Law, and relevant regulations, ensuring no harm to the company's or shareholders' interests [42]. Group 2: Management of Idle Funds - The board approved a resolution to confirm the use of temporarily idle raised funds for cash management, increasing the authorized amount from 30 million yuan to 60 million yuan [7][14]. - The company previously exceeded the authorized cash management limit by 26.5 million yuan, which has been rectified, and the board confirmed that this did not adversely affect the company's operations or investment projects [13][15]. - The cash management will involve investing in safe and liquid financial products, aiming to improve the efficiency and returns of idle funds while ensuring compliance with regulations [27][17]. Group 3: Financial Reporting and Compliance - The company has disclosed its fundraising and usage status in accordance with regulatory requirements, ensuring transparency and compliance with the relevant laws [34]. - The company has established a dedicated fund management system and signed tripartite supervision agreements to ensure proper management of raised funds [24][12]. - The company has committed to strengthening internal controls and training for personnel involved in fund management to prevent future discrepancies [15][17].

Core Viewpoint - Shenzhen Oat Technology Co., Ltd. announced a board meeting to confirm the use of temporarily idle raised funds for cash management, increasing the cash management limit [1] Fundraising Situation - The company raised a total of 705.9216 million RMB from its initial public offering in 2020, with a net amount of 626.12038245 million RMB after deducting issuance costs [2] Previous Cash Management Situation - In April 2025, the company was authorized to use up to 30 million RMB of temporarily idle funds for cash management, but the actual usage exceeded this limit, reaching a maximum balance of 56.5 million RMB [3] - The company plans to increase the cash management limit from 30 million RMB to 60 million RMB while maintaining the same authorization period [3] Impact on Company Operations - The increase in cash management limits does not negatively impact the company's daily operations or the progress of investment projects, and it aims to enhance fund utilization efficiency [4] - The board and sponsor institution confirmed that the increase aligns with regulations and benefits all shareholders by potentially increasing company returns [4]

Group 1 - The core viewpoint of the article is that Oat Technology (688312.SH) reported significant growth in its mid-year financial results for 2025, indicating a strong performance in the market [1] - The company achieved a total operating revenue of 228 million yuan, representing a year-on-year increase of 32.09% [1] - The net profit attributable to shareholders of the parent company was 28.93 million yuan, reflecting a year-on-year growth of 18.67% [1] - The basic earnings per share were reported at 0.2 yuan [1]

Group 1 - Oat Technology reported a revenue of approximately 228 million yuan for the first half of 2025, representing a year-on-year increase of 32.09% [1] - The net profit attributable to shareholders was approximately 28.93 million yuan, showing a year-on-year increase of 18.67% [1] - Basic earnings per share were 0.2 yuan, reflecting a year-on-year increase of 17.65% [1] Group 2 - As of the report, Oat Technology has a market capitalization of 4.4 billion yuan [2]