关于 苏州光格科技股份有限公司 法律意见书 汉坤（证）字[2025]第[35654-3]-O-2 号 中国北京市东长安街 1 号东方广场 C1 座 9 层 100738 电话：(86 10) 8525 5500；传真：(86 10) 8525 5511 / 8525 5522 北京 ? 上海 ? 深圳 ? 香港 ? 海口 ? 武汉 ? 新加坡 ? 纽约 ? 硅谷 www.hankunlaw.com 北京市汉坤律师事务所 法律意见书 北京市汉坤律师事务所 关于苏州光格科技股份有限公司 法律意见书 汉坤（证）字[2025]第[35654-3]-O-2 号 致：苏州光格科技股份有限公司 北京市汉坤律师事务所（以下简称"本所"）接受苏州光格科技股份有限公司 （以下简称"公司"或"光格科技"）的委托，担任公司2025年员工持股计划（以 下简称"本次员工持股计划"）的法律顾问。本所律师根据《中华人民共和国公 司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称 "《证券法》"）、《关于上市公司实施员工持股计划试点的指导意见》（以下 简称"《指导意见》"）、《上海证券交易所科创板上市公司自律监管指引第1 号 ...

苏州光格科技股份有限公司 第一章 总则 第一条 为规范苏州光格科技股份有限公司（以下简称"光格科技"或"公 司"）2025 年员工持股计划（以下简称"员工持股计划"、"本次员工持股计 划"、"本员工持股计划"）的实施，根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《关于上市公司实施员工持股计划试点的指导意见》 （一）依法合规原则 公司实施员工持股计划，严格按照法律、行政法规的规定履行程序，真实、 准确、完整、及时地实施信息披露。任何人不得利用员工持股计划进行内幕交易、 操纵证券市场等证券欺诈行为。 （二）自愿参与原则 公司实施员工持股计划遵循公司自主决定，员工自愿参加，公司不以摊派、 强行分配等方式强制员工参加本次员工持股计划。 （三）风险自担原则 员工持股计划参与人盈亏自负，风险自担，与其他投资者权益平等。 （以下简称"《指导意见》"）、 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》（以下简 称"《自律监管指引第 1 号》"）等相关法律、行政法规、规章、规范性文件和 《公司章程》、《苏州光格科技股份有限公司 2025 年 ...

Core Viewpoint - Suzhou Guangge Technology Co., Ltd. has developed a 2025 Restricted Stock Incentive Plan to attract and retain talent, enhance team cohesion, and align the interests of shareholders, the company, and individuals [1][2]. Group 1: Incentive Plan Overview - The incentive plan aims to establish a long-term incentive mechanism to boost employee motivation and corporate competitiveness [1]. - The plan is designed in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. Group 2: Assessment Objectives and Principles - The assessment aims to objectively evaluate company performance and the performance of incentive participants, ensuring the successful implementation of the incentive plan [2]. - The assessment adheres to principles of fairness, justice, and transparency, linking the incentive plan closely with the performance and contributions of participants [2][3]. Group 3: Assessment Scope and Participants - The assessment applies to all participants in the 2025 Restricted Stock Incentive Plan, including directors, senior management, and key personnel approved by the board [2][3]. Group 4: Assessment Institutions and Responsibilities - The Human Resources Department is responsible for individual performance assessments, while the Finance Department handles company performance assessments [3]. - The Board's Compensation and Assessment Committee oversees the assessment process and reports the results to the Board [3][6]. Group 5: Assessment Indicators and Standards - The performance assessment for the initial grant of restricted stocks will cover the fiscal years 2025 to 2027, with annual assessments based on revenue growth rates [3][4]. - If performance targets are not met, the corresponding restricted stocks for all participants will not vest or will be deferred [5]. Group 6: Assessment Procedures and Results Management - The assessment results will be communicated to participants, who can appeal if they disagree with the results [6][8]. - The results will be archived as confidential documents for a period of 10 years [6]. Group 7: Additional Provisions - The provisions of the assessment method will be revised as necessary in accordance with changes in laws and regulations [7].

Group 1 - The core purpose of the company's information disclosure is to provide truthful, accurate, complete, timely, and fair information regarding its operations and significant events to ensure investors are well-informed for decision-making [2][4] - The company and related parties must disclose information based on objective facts or judgments, ensuring no false records or misleading statements are made [5][6] - All significant information must be disclosed simultaneously to all investors to ensure equal access to information [8][9] Group 2 - The company is required to disclose both periodic reports (annual, semi-annual, quarterly) and temporary reports, with specific timelines and content as mandated by regulatory authorities [21][22] - Major events that require disclosure include significant changes in business direction, major investments, important contracts, and any substantial losses or debts [25][26] - The company must report any transactions that meet certain thresholds, such as those involving assets or transaction amounts exceeding 10% of total audited assets or market value [28][29] Group 3 - The board of directors is responsible for overseeing the information disclosure process, with the chairman being the primary responsible person [13][14] - The company must maintain strict confidentiality regarding undisclosed information and ensure that all personnel with access to such information adhere to confidentiality obligations [61][62] - Any violations of information disclosure responsibilities may lead to disciplinary actions against responsible individuals, including potential legal consequences [67][69]

苏州光格科技股份有限公司 信息披露暂缓与豁免业务管理制度 苏州光格科技股份有限公司 第一章 总 则 第一条 为了规范苏州光格科技股份有限公司（以下简称"公司"）信息披 露暂缓、豁免行为，督促公司及相关信息披露义务人（以下简称"信息披露义务 人"）依法合规地履行信息披露义务，根据《中华人民共和国公司法》 （以下简称 "《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上海证券 交易所科创板股票上市规则》 （以下简称"《科创板上市规则》"）、 《上海证券交易 所科创板上市公司自律监管指引第1号——规范运作》 （以下简称"《规范运作》"） 《上市公司信息披露暂缓与豁免管理规定》等法律、行政法规、规范性文件及《苏 州光格科技股份有限公司章程》 （以下简称"公司章程"）的有关规定，结合公司 实际情况，制定本制度。 第二条 信息披露义务人按照《科创板上市规则》《规范运作》及其他相关 法律、法规、规范性文件的规定，办理信息披露暂缓、豁免业务的，适用本制度。 第三条 信息披露义务人应当披露的信息存在《科创板上市规则》《规范运 作》及上海证券交易所其他相关业务规则中规定的可暂缓、豁免信息披露的情形 的，可以 ...

General Principles - The company aims to improve the compensation management of directors and senior management to enhance operational efficiency and management levels, ensuring the achievement of strategic goals [1] - The compensation system applies to directors and senior management as defined in the company’s articles of association [1] - Compensation for directors and senior management is based on the company's operational performance and industry standards, ensuring shareholder interests and mutual development [1] - The principles of compensation distribution include legality, fairness, external competitiveness, and incentivization [1] Management Structure - The Compensation and Assessment Committee of the Board of Directors is responsible for evaluating directors and senior management and initially determining compensation plans [2] - Compensation plans for directors must be approved by the Board and submitted for shareholder review; annual compensation plans for senior management must be submitted to the Board for review [2] - The Human Resources and Finance departments assist the Compensation and Assessment Committee in implementing compensation plans [2] Compensation and Assessment System - Independent directors receive an independent director allowance, the standard of which is subject to shareholder review [2] - Non-independent directors receive compensation based on their specific management roles and the company's performance assessment system, with no separate director compensation for those not holding other management positions [2] - The company covers travel expenses and other costs incurred by directors while performing their duties [2] - Senior management compensation is determined by their specific management roles and the company's performance assessment system [2] Compensation Adjustment - The compensation system for directors and senior management should align with the company's operational strategy and be adjusted according to changes in business conditions [3] - Significant changes in the operating environment may lead to adjustments in incentive and constraint conditions, as proposed by the Compensation and Assessment Committee [3] Supplementary Provisions - Any matters not covered by this system or inconsistent with laws, regulations, or the company's articles of association will be governed by the relevant legal provisions [5] - The Board of Directors is responsible for interpreting this system [5] - This system takes effect upon approval by the company's shareholders and will also apply to any modifications [5]

第一条 为了进一步完善苏州光格科技股份有限公司(以下简称"公司")内幕 信息管理制度，做好内幕信息保密工作，维护公司信息披露的公开、公平、公正 原则，有效防范内幕交易等证券违法违规行为，维护广大投资者的合法权益，根 据《中华人民共和国公司法》(以下简称"《公司法》")、 《中华人民共和国证券法》 苏州光格科技股份有限公司 第一章 总则 公司董事会应当保证内幕信息知情人档案真实、准确和完整，董事长为主要 负责人。董事会秘书负责办理公司内幕信息知情人的登记入档和报送事宜。 公司审计委员会应当对内幕信息知情人登记管理制度实施情况进行监督。 第四条 公司董事会办公室为公司内幕信息知情人登记管理工作的日常工作 部门，具体负责公司内幕信息及内幕信息知情人的登记、披露、备案、监督、管 理等日常工作。 第五条 公司董事、高级管理人员和公司各部门、子公司、参股公司的负责 人应当做好内幕信息的保密工作，积极配合董事会秘书做好内幕信息知情人的登 记、报备工作。内幕信息知情人负有保密责任，在内幕信息依法公开披露前，内 幕信息知情人不得公开或泄漏内幕信息，不得利用内幕信息买卖公司证券及其衍 生品种，不得进行内幕交易或配合他人操纵证券交 ...

Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Suzhou Guangge Technology Co., Ltd. and ensure that all shareholders can fully exercise their rights in electing directors, thereby protecting the interests of minority shareholders [1][2] Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among several candidates [1][2] - The rules specify that the term "directors" includes both independent and non-independent directors, excluding those elected by employee representatives [1] Group 2: Election Procedures - The cumulative voting system must be adopted when a single shareholder or their concerted parties hold 30% or more of the voting shares, and it is mandatory when electing two or more directors [2] - Shareholders holding more than 1% of the company's shares can propose candidates for independent and non-independent directors, and the nomination must be made with the consent of the nominee [2][3] Group 3: Voting Principles - Before voting, the meeting host must inform shareholders about the cumulative voting method, and appropriate ballots must be prepared [3][4] - Votes can be concentrated on one candidate or distributed among multiple candidates, but the number of candidates voted for cannot exceed the number of directors to be elected [4][5] Group 4: Election Results - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights held by attending shareholders [5] - If the number of elected directors is less than required, a second round of elections will be held to fill the vacancies [5][6]

Core Points - The document outlines the management system for related party transactions of Suzhou Guangge Technology Co., Ltd, aiming to standardize decision-making processes and protect the interests of shareholders and creditors, especially minority investors [1][2][3] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the rules of the Shanghai Stock Exchange [1][2] Group 1: Related Parties - Related parties include individuals and organizations that can exert significant influence over the company through financial, operational, or managerial relationships [2][3] - The company must maintain an updated list of related parties and ensure accurate management of these relationships [4][5] Group 2: Related Transactions - Related transactions encompass various types of dealings between the company and its related parties, including asset purchases, service provisions, and financial support [3][4] - The company is required to sign written agreements for related transactions, ensuring that the terms are clear and fair [29][30] Group 3: Principles and Pricing Management - Related transactions must adhere to principles of honesty, equality, and fairness, with specific procedures for board and shareholder approvals [8][9] - Pricing for related transactions should be based on market standards or reasonable cost-plus methods, ensuring transparency and fairness [11][12] Group 4: Decision-Making Procedures - Transactions exceeding certain thresholds require independent board approval and may necessitate external audits or evaluations [14][15] - The company must disclose related transactions in its annual and semi-annual reports, ensuring transparency to shareholders [21][22] Group 5: Supervision and Management - The board's audit committee is responsible for overseeing the disclosure and approval processes of related transactions [33][34] - The company must take protective measures against potential losses from related party transactions, including legal actions if necessary [35][36]

Core Viewpoint - The internal audit system of Suzhou Guangge Technology Co., Ltd. aims to enhance the quality of internal audits, protect investors' rights, and promote sustainable development of the company [1]. Group 1: Internal Audit Definition and Scope - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1]. - The internal audit system applies to the company and its wholly-owned and controlling subsidiaries [1]. Group 2: Internal Audit Department Structure and Responsibilities - The company has established an internal audit department responsible for organizing and implementing internal audit work, reporting to the board of directors and the audit committee [2]. - The internal audit department must maintain independence and cannot be under the leadership of the finance department [2]. - Internal audit personnel must possess the necessary professional capabilities and adhere to relevant laws, regulations, and professional standards [2][3]. Group 3: Audit Procedures and Implementation - The internal audit department conducts audits primarily through on-site methods, with annual audit plans submitted for approval by the audit committee [4]. - Audits must be conducted with a focus on obtaining sufficient, relevant, and reliable evidence to support audit conclusions and recommendations [6]. - The internal audit department is required to submit internal audit reports to the audit committee at least semi-annually and annually [5]. Group 4: Focus Areas of Internal Audits - The internal audit department is tasked with evaluating the completeness and effectiveness of internal control systems, financial data legality, compliance, and authenticity [5][7]. - Key areas of focus include significant non-recurring transactions, external investments, asset purchases and sales, external guarantees, related party transactions, and the use of raised funds [8][9][10][11]. Group 5: Reporting and Accountability - The internal audit department must report any significant internal control deficiencies or risks to the board of directors or audit committee promptly [8]. - The board of directors is responsible for assessing the effectiveness of internal controls based on the internal audit reports and must disclose any significant deficiencies to the Shanghai Stock Exchange [8]. Group 6: Compliance and Ethics - Internal audit personnel are protected by law and must not face retaliation for performing their duties [4]. - The company is committed to ensuring that internal audit personnel can perform their responsibilities without interference and that any violations of laws or internal regulations are reported and addressed [12][13].