浙江天册（深圳）律师事务所 关于 深圳市深科达智能装备股份有限公司 2025 年第二次临时股东大会的 法律意见书 中国广东省深圳市南山区科发路 222 号康泰创新广场 34 层 518057 电话：0755-83739000 传真：0755-26906383 http://www.tclawfirm.com 法律意见书 浙江天册（深圳）律师事务所 关于深圳市深科达智能装备股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：深圳市深科达智能装备股份有限公司 浙江天册（深圳）律师事务所（以下简称本所）接受深圳市深科达智能装备 股份有限公司（以下简称公司）的委托，指派本所律师参加公司 2025 年第二次临 时股东大会（以下简称本次股东大会），并根据《中华人民共和国证券法》（以 下简称《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、《上 市公司股东会规则》（以下简称《股东会规则》）以及《深圳市深科达智能装备 股份有限公司章程》（以下简称《公司章程》）等法律、法规和其他有关规范性 文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员 的资格、召集人的 ...

Group 1 - The core viewpoint of the news is that Tongwei Investment has conducted research on a listed company, Deep Tech, which is experiencing positive order growth in various sectors, including flat panel display module production equipment and semiconductor packaging and testing equipment [1] - Deep Tech reported a high capacity utilization rate and an improvement in orders for semiconductor packaging and testing equipment, accumulating significant orders from quality clients such as China Resources Microelectronics and Tongfu Microelectronics, with orders exceeding tens of millions this year [1] - The company anticipates substantial growth in the smart glasses market, having started to develop related equipment since 2022, leading to a rapid increase in orders [1] Group 2 - Deep Tech aims to consolidate its market position, expand into overseas markets, enhance product performance, and optimize cost control and operational efficiency, with a goal to achieve profitability by 2025 [1]

Core Insights - The domestic ultrasonic fingerprint recognition module industry has rapidly penetrated from high-end markets to mass consumer sectors due to core technological breakthroughs and significant reductions in manufacturing costs, with a projected market size of approximately 2.697 billion yuan in 2024 [1][13] - The industry has seen a collaborative innovation across the supply chain, with domestic manufacturers upgrading piezoelectric materials from traditional lead zirconate titanate (PZT) to environmentally friendly aluminum nitride (AlN), and innovating with CMOS Sensor architecture, reducing module thickness to 0.15mm and production costs from $20 in 2021 to $12, a decrease of over 40% [1][13] - The application scenarios for ultrasonic fingerprint recognition modules have expanded explosively due to the dual drivers of cost reduction and performance enhancement [1][13] Industry Overview - Ultrasonic fingerprint recognition modules utilize ultrasonic waves to penetrate materials and identify fingerprints based on reflected signals, forming a 3D image for high precision and security [2] - The modules can be categorized into single-point and wide-area ultrasonic fingerprint recognition modules based on the recognition area size [2] Industry Development History - The industry has undergone four main stages: the embryonic phase before 2015, initial application from 2016 to 2020, rapid expansion from 2021 to 2023, and diversification of applications from 2024 onwards [4][5][6] - The initial phase saw limited commercial application due to sensor size and cost constraints, while the introduction of Qualcomm's SenseID in 2015 marked a significant technological advancement [4] - From 2021 to 2023, the industry experienced rapid growth, with domestic ultrasonic fingerprint recognition module shipments exceeding 120 million units in 2023, a year-on-year increase of 150% and a market penetration rate of 25% [5] Industry Supply Chain - The upstream of the ultrasonic fingerprint recognition module industry includes raw materials and production equipment, while the midstream involves the manufacturing of the modules, and the downstream encompasses applications in consumer electronics, automotive electronics, smart home, industrial manufacturing, and healthcare [8] Market Size - The global development of ultrasonic under-display fingerprint recognition technology has progressed slowly, with Qualcomm being an early player in the field [12] - The domestic ultrasonic fingerprint recognition technology has made significant strides, with companies like Goodix breaking Qualcomm's technological monopoly [12] Key Companies' Performance - The market remains in a blue ocean stage, with Qualcomm and Goodix holding over 90% market share, with Goodix leveraging its advantages in optical under-display fingerprint recognition and cost-effective domestic products [15] - Goodix's revenue from fingerprint recognition chips reached 1.679 billion yuan in 2024, with a market share exceeding 40% [16] - O-film Technology, a leader in optical and biometric recognition, has also made significant contributions to the industry, with a revenue of 4.882 billion yuan in Q1 2025 [18] Industry Development Trends - The technology iteration is accelerating, with a focus on precision improvement and scene penetration, aiming for 100% screen area recognition by 2025 [20] - Leading companies are integrating the entire supply chain from chips to algorithms to modules, enhancing competitive advantages [21] - The domestic market is driven by policies and market demand, with expectations for smartphone shipments to reach 320 million units by 2025, and ultrasonic fingerprint penetration rates to exceed 35% [23]

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss amendments to the Articles of Association and internal management systems [1][5][7] - The meeting will take place on June 4, 2025, at 14:00, with both on-site and online voting options available [6][8] Meeting Procedures - Shareholders and their representatives must arrive at least 30 minutes before the meeting to complete registration and present necessary documentation [2][4] - The meeting will follow a structured agenda, including the announcement of attendees and their voting rights, followed by the discussion and voting on the proposed resolutions [6][8] - Shareholders have the right to speak, inquire, and vote, but must adhere to the meeting's rules and procedures [3][4] Proposed Amendments - The company plans to abolish the supervisory board and transfer its responsibilities to an audit committee within the board of directors, in accordance with the revised Company Law [5][7] - Amendments to the Articles of Association and related internal management rules are aimed at improving corporate governance and compliance with updated regulations [5][7]

深圳市深科达智能装备股份有限公司 2025 年第二次临时股东大会会议资料 证券代码：688328 证券简称：深科达 深圳市深科达智能装备股份有限公司 2025 年第二次临时股东大会会议资料 2025 年 6 月 1 深圳市深科达智能装备股份有限公司 2025 年第二次临时股东大会会议资料 目录 | 股东大会会议须知 | 3 | | --- | --- | | 股东大会会议议程 | 5 | | 议案一：关于修订<公司章程>及修订公司部分内部管理制度的 | | | 议案 | 7 | 深圳市深科达智能装备股份有限公司 2025 年第二次临时股东大会会议资料 深圳市深科达智能装备股份有限公司 股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保 证大会的顺利进行，根据《中华人民共和国公司法》、《中华人民共和国证券法》 《深圳市深科达智能装备股份有限公司股东大会议事规则》等相关规定，特制 定本股东大会会议须知。 一、为保证本次大会的严肃性和正常秩序，切实维护与会股东（或股东代 表）的合法权益，除出席会议的股东（或股东代表）、公司董事、监事、高级管 理人员、见证律师及董事会邀请的人员外，公司 ...

Core Points - The document outlines the operational guidelines for the General Manager of Shenzhen Deep Science and Technology Equipment Co., Ltd, focusing on governance structure, responsibilities, and appointment criteria [2][10]. General Provisions - The guidelines aim to enhance the governance structure and ensure the General Manager exercises their powers legally and responsibly [2]. - The document is based on the Company Law of the People's Republic of China and relevant regulations [2]. Appointment and Dismissal of the General Manager - The company appoints one General Manager, with the possibility of several Vice General Managers or assistants based on operational needs [3]. - The General Manager is selected by the Board of Directors and serves a term of three years, with the possibility of reappointment [3]. - Specific qualifications for the General Manager include strong management skills, industry knowledge, and a commitment to ethical conduct [3]. Responsibilities of the General Manager - The General Manager is responsible for daily operations and reports to the Board of Directors [4]. - Key responsibilities include implementing board resolutions, drafting investment plans, and managing annual operational plans [4][5]. - The General Manager can delegate specific responsibilities to senior management as needed [5]. Meetings and Reporting - The General Manager conducts regular meetings to oversee operational progress and coordinate departmental activities [7]. - Meeting records must be maintained for at least ten years, detailing attendees and decisions made [7][8]. - The General Manager must report significant operational or financial events to the Board promptly [8]. Compensation - The General Manager's compensation is determined in the employment contract with the Board, following a salary system established by the Board [10].

Core Points - The company has established an information disclosure management system to ensure compliance with relevant laws and regulations, aiming to protect the rights of investors and stakeholders [1][2][3] - The company is committed to providing truthful, accurate, complete, and timely information to all investors, avoiding any false statements or omissions [2][3] - The board of directors and senior management are responsible for ensuring the integrity of disclosed information and must declare any inability to guarantee its accuracy [2][3][4] Group 1: Information Disclosure Responsibilities - The company must disclose information simultaneously to all investors and ensure that the information is clear and understandable [1][2] - Information disclosure is a continuous obligation, and the company must act in good faith to fulfill this duty [1][3] - The company must maintain confidentiality regarding insider information until it is legally disclosed [2][3] Group 2: Disclosure Procedures - The company must submit disclosure documents to the stock exchange and publish them in designated newspapers and websites [2][3][4] - The company is prohibited from using press releases to substitute for required reports and announcements [3][4] - The company must have necessary communication equipment and channels to facilitate investor relations [3][4] Group 3: Types of Reports - The company is required to publish periodic reports, including annual, semi-annual, and quarterly reports, as well as temporary reports for significant events [5][6][10] - Annual reports must be audited by a qualified accounting firm, while semi-annual reports may not require an audit unless specific conditions are met [5][6][7] - The company must disclose any significant events that could materially affect shareholder decisions [4][5][6] Group 4: Major Events and Risks - The company must report any major events that could impact its securities or derivatives trading prices, including significant losses, debt issues, or legal matters [16][18][19] - The company must disclose any changes in its operational strategy, significant contracts, or major investments that could affect its financial position [17][18][19] - The company must ensure that any insider trading or leaks of confidential information are managed according to established protocols [2][3][4]

General Information - Shenzhen S-King Intelligent Equipment Co., Ltd. is established as a joint-stock company according to the Company Law and other relevant regulations [2][3] - The company was registered with a capital of RMB 94.456295 million and is located in Bao'an District, Shenzhen [3][4] - The company was approved for public offering of 20.26 million shares on January 26, 2021, and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on March 9, 2021 [3][4] Business Objectives and Scope - The company's business objective is to focus on the research and development of high-tech products, providing quality brand products and services, and enhancing profits and value for employees, shareholders, and society [4][5] - The business scope includes embedded software and system solutions, automation manufacturing process systems, customer relationship management software, and various intelligent equipment and components [4][5] Share Capital and Structure - The company's total share capital is 94.456295 million shares, all of which are ordinary shares with a par value of RMB 1 per share [6][20] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise the company's operations, and request information [13][14] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [39][40] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the authority to elect directors, approve financial reports, and make significant corporate decisions [20][21] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [44] Financial Management and Reporting - The company is required to disclose financial information and significant transactions to ensure transparency and protect shareholder interests [16][22] - Any external guarantees exceeding 10% of the latest audited net assets must be approved by the board and submitted to the shareholder meeting for approval [42][43]

Core Viewpoint - The internal reporting system for significant information at Shenzhen Deep Science and Technology Equipment Co., Ltd. aims to ensure timely, accurate, and complete disclosure of information that may significantly impact stock trading and investor decisions [1][2]. Group 1: Internal Reporting Obligations - The internal reporting obligations apply to directors, senior management, department heads, and other relevant personnel who may come into contact with significant information [1][2]. - Shareholders holding more than 5% of the company's shares and their related parties must also report significant events to the board chairman and secretary in a timely manner [2][10]. Group 2: Definition of Significant Information - Significant information includes important meetings, major transactions, and ongoing developments that could affect the company's stock price or trading volume [2][3]. - Specific thresholds for reporting significant transactions include those exceeding 10% of the latest audited total assets or annual revenue, or absolute amounts exceeding 1 million yuan [3][4]. Group 3: Reporting Procedures - Information report obligations must be fulfilled on the same day that significant information is known, with written or verbal reports made to the board secretary [11][17]. - The board secretary is responsible for evaluating and determining the necessary disclosure actions upon receiving reports of significant information [13][16]. Group 4: Confidentiality Obligations - All individuals with reporting obligations must maintain confidentiality regarding undisclosed significant information until it is publicly disclosed [14][19]. - The board secretary's office is tasked with controlling the dissemination of sensitive information and ensuring that only a limited number of individuals are aware of it prior to disclosure [14][19]. Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the internal reporting and external disclosure of significant information, with the chairman being the primary responsible person [15][16]. - Failure to comply with reporting obligations can result in disciplinary actions, including warnings, deductions in bonuses, or termination of employment [18][19].

General Principles - The company establishes an insider information management system to enhance confidentiality and prevent insider trading, ensuring fair and transparent information disclosure [2][3] - The system applies to the company, its subsidiaries, and significant affiliates, ensuring comprehensive coverage of insider information management [2] Responsibilities and Management - The board of directors is responsible for managing the registration of insider information personnel, with the board secretary overseeing implementation [3] - The company’s securities department handles daily operations related to insider information registration, disclosure, and management [4] Definition of Insider Information - Insider information includes any non-public information that could significantly impact the company's stock price, such as major operational changes, significant investments, or financial losses [4][5] - Specific examples of insider information include changes in management, major debts, and significant legal issues [5] Insider Information Personnel - Insider information personnel include company directors, senior management, and significant shareholders, as well as individuals who may gain access to insider information through their roles [6] - The company must ensure that all insider information personnel understand their rights, obligations, and legal responsibilities [4] Information Flow and Registration - The company must maintain a detailed record of insider information personnel, including the time and manner in which they received insider information [10][12] - All insider information personnel are required to take necessary measures to limit the dissemination of insider information before it is publicly disclosed [9][10] Compliance and Penalties - The company is obligated to report any violations of insider information regulations to the relevant authorities and may impose penalties on violators [16][28] - The company must conduct self-inspections regarding insider trading and report findings to regulatory bodies within two working days [19][20] Documentation and Record Keeping - The company must maintain insider information personnel records for at least ten years, allowing regulatory bodies to access these records as needed [21] - A specific format for documenting insider information personnel is provided, ensuring consistency and compliance with regulations [19]