湖南启元律师事务所 关于 奥士康科技股份有限公司 2025年第三次临时股东会的 法律意见书 二○二五年十二月 湖南省长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 电话：0731-82953778 传真：0731-82953779 邮编：410000 网站：www.qiyuan.com 致：奥士康科技股份有限公司 湖南启元律师事务所（以下简称"本所"）接受奥士康科技股份有限公司（以 下简称"公司"）的委托，指派本所律师出席了公司 2025 年第三次临时股东会 （以下简称"本次股东会"），对本次股东会的召集和召开程序、出席会议人员 及召集人的资格、表决程序和表决结果的合法有效性进行现场律师见证，并出具 《湖南启元律师事务所关于奥士康科技股份有限公司 2025 年第三次临时股东会 的法律意见书》（以下简称"本法律意见书"）。 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》"）、《上市公司股东会规则》 （以下简称"《股东会规则》"）等我国现行法律、法规、规范性文件以及《奥 士康科技股份有限公司章程》（以下简称"《公司章程》"）的有关规定出具 ...

证券代码：002913 证券简称：奥士康 公告编号：2025-074 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1、本次股东会不存在否决议案的情形。 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、会议召开时间： （1）现场会议召开时间：2025 年 12 月 19 日（星期五）15：00。 （2）网络投票时间：2025 年 12 月 19 日。其中，通过深圳证券交易所交易系统 进行投票的时间为 2025 年 12 月 19 日 9:15-9:25、9:30-11:30 和 13:00-15:00；通过深 圳证券交易所互联网投票系统进行投票的时间为 2025 年 12 月 19 日 9:15 至 15:00 的 任意时间。 奥士康科技股份有限公司 2025年第三次临时股东会决议公告 2、股权登记日：2025 年 12 月 12 日（星期五） 3、现场会议召开的地点：广东省深圳市南山区深圳湾创新科技中心 2 栋-2A-3201。 4、会议召开方式：现场投票及网络投票相结合的方式。 5、会议召集人 ...

Market Performance - As of December 19, the Shanghai Composite Index rose by 0.36%, closing at 3890.4475 points [1] - The Shenzhen Component Index increased by 0.66%, closing at 13140.215 points [1] Top Gainers in Hunan Stocks - DYG Media opened at 9.380 and closed at 10.290, gaining 10.05% with a trading volume of 1.804179 million shares [2] - Tongcheng Holdings opened at 6.430 and closed at 7.050, up by 9.98% with a trading volume of 623,909 shares [2] - Xiangtan Chemical opened at 13.750 and closed at 14.470, increasing by 7.82% with a trading volume of 667,012 shares [2] - Huazhong Hotel opened at 3.550 and closed at 3.640, rising by 5.51% with a trading volume of 748,244 shares [2] - Youa Shares opened at 7.280 and closed at 7.590, up by 4.12% with a trading volume of 821,903 shares [2] Top Losers in Hunan Stocks - Hengli Tui opened at 0.160 and closed at 0.150, decreasing by 11.76% with a trading volume of 611,606 shares [3] - KMT Gas opened at 20.800 and closed at 21.090, down by 3.12% with a trading volume of 1,073,767 shares [3] - Aoshikang opened at 43.330 and closed at 41.720, falling by 2.32% with a trading volume of 58,799 shares [3] - ST Jiajia opened at 6.980 and closed at 6.960, down by 0.29% with a trading volume of 23,374 shares [3] - Koli Er opened at 12.500 and closed at 12.480, decreasing by 0.08% with a trading volume of 6,209 shares [3]

Group 1 - The core focus of the news is on the new industrialization efforts in Xintai City, Shandong, emphasizing intelligent, green, and integrated development to enhance the county's economic growth [1][2] - Shandong Aoshikang New Material Technology Co., Ltd. has upgraded its production capabilities with over 60 new intelligent devices, increasing production capacity by at least 40% and enabling the production of various types of pipes [1][2] - The company, recognized as a national high-tech enterprise, specializes in manufacturing various industrial pipes and has successfully developed a quick-connect pipe fitting technology, expanding its market reach to countries like Japan, South Korea, and the USA [1] Group 2 - The new pipe manufacturing workshop began operations in mid-November and has already received 16 orders, with production scheduled until February of the following year, projecting an annual output value of 100 million yuan and tax revenue of 2.46 million yuan [2] - In the Longting Town brush industry park, traditional brush manufacturing is being transformed into a modern, efficient production environment, with automation rates exceeding 90% and production efficiency improved by 40% [2][3] - The brush industry park has signed contracts with 8 companies, aiming to create a cluster of 12 enterprises, ultimately establishing a billion-level brush manufacturing hub to promote the scale, intelligence, and branding of the traditional brush industry [3]

Group 1 - The 2025 Hunan Top 100 Private Enterprises list was officially released, featuring companies such as SANY Group, BYD Auto, and Lens Technology [1] - The list was compiled based on a survey conducted by the Hunan Federation of Industry and Commerce, focusing on private enterprises with annual revenues exceeding 500 million yuan [1] Group 2 - The list includes a diverse range of industries, such as manufacturing, retail, and technology, highlighting the economic strength of Hunan's private sector [3][4][5] - Notable companies in the list include Hunan Five Rivers Holdings in the metal products industry and Hunan Yufeng New Energy Battery Materials in the electronics sector [3][4]

董事会薪酬与考核委员会关于公司 2025 年股权激励计划激励 对象名单的审核意见及公示情况说明 奥士康科技股份有限公司（以下简称"公司"）于 2025 年 12 月 2 日召开第四届董事 会第十次会议，审议通过了《关于<奥士康科技股份有限公司 2025 年股票期权激励计划 （草案）>及其摘要的议案》等与公司拟实施股权激励计划相关议案。 根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公司股权激励管理 办法》（以下简称"《管理办法》"）和《深圳证券交易所股票上市规则》（以下简称"《上 市规则》"）的相关规定，公司对 2025 年股权激励计划（以下简称"本次激励计划"）激 励对象名单的姓名和职务在公司内部进行了公示。公司董事会薪酬与考核委员会结合公 示情况对拟激励对象进行了核查，相关公示情况及核查意见如下： 一、公示情况说明及核查方式 奥士康科技股份有限公司 1. 最近 12 个月内被证券交易所认定为不适当人选； 2. 最近 12 个月内被中国证监会及其派出机构认定为不适当人选； 3. 最近 12 个月内因重大违法违规行为被中国证监会及其派出机构行政处罚或者采 取市场禁入措施； （一）公示情况 公司于 ...

Group 1 - The AI PC concept sector experienced a decline of 1.07%, ranking among the top losers in the concept sector, with notable declines from companies such as Shenghong Technology and Jiangbolong [1] - Among the AI PC concept stocks, four companies saw price increases, with Aoshikang, Siquan New Materials, and Yuncong Technology rising by 3.95%, 3.42%, and 1.00% respectively [1] - The top-performing concept sectors today included Hainan Free Trade Zone, which rose by 6.72%, and Duty-Free Shops, which increased by 3.01% [1] Group 2 - The AI PC concept sector faced a net outflow of 3.146 billion yuan, with 42 stocks experiencing net outflows, and six stocks seeing outflows exceeding 100 million yuan [1] - Shenghong Technology led the net outflow with 1.084 billion yuan, followed by Demingli and Changying Precision with net outflows of 324.21 million yuan and 217.60 million yuan respectively [1] - The stocks with the highest net inflows included Zhongshi Technology, with an inflow of 16.21 million yuan, and Shengli Precision, with an inflow of 9.20 million yuan [2]

Core Insights - The 2025 International Electronic Circuit (Shenzhen) Exhibition is a significant event for the global electronic circuit industry, showcasing trends driven by AI and high-frequency technologies [1] - The exhibition features over 600 top companies and covers an area of 80,000 square meters, serving as a hub for product displays, business matchmaking, and technical exchanges [1][2] Industry Trends - The PCB industry is undergoing unprecedented technological upgrades due to the penetration of AI and the popularity of applications like 5G and electric vehicles [2] - The exhibition focuses on two main themes: "AI" and "high-frequency and high-speed," highlighting breakthroughs across the entire industry chain from upstream materials to downstream applications [2] Exhibition Highlights - Over 600 companies, including industry leaders and emerging firms, showcased their latest innovations in advanced manufacturing equipment and smart factory solutions [3] - More than 100 new exhibitors made their debut, reflecting the strong manufacturing capabilities in response to the demands of AI computing and data center construction [3] Global Engagement - The exhibition attracted international buyers from countries such as South Korea, the USA, Germany, and Singapore, indicating a growing interest in China's PCB industry [4] - The event serves as a key platform for overseas buyers to connect with Chinese suppliers and explore partnership opportunities [4] Knowledge Sharing - Nearly 40 high-level technical forums were held during the exhibition, addressing industry pain points and trends related to AI, advanced packaging, and green manufacturing [5] - Experts from various sectors provided valuable insights to support the electronic circuit industry's transformation and high-quality development [5]

Core Viewpoint - The company Aoshikang Technology Co., Ltd. has announced a stock option incentive plan aimed at binding core talent with the company's interests, leveraging its technological advantages to capture industry growth opportunities in the high-end PCB market [2][5]. Group 1: Stock Option Incentive Plan - Aoshikang plans to grant 10.64 million stock options to 69 core employees, representing 3.35% of the company's total share capital, with an exercise price of 28.30 yuan per share [2]. - The incentive plan sets revenue growth targets for 2026 to 2027, requiring a minimum increase of 15% to 40% [2]. Group 2: Industry Context - The PCB industry is experiencing a significant supply-demand adjustment, with explosive growth in high-end market demand driven by the global digital transformation [2][3]. - Emerging fields such as servers, AI computing devices, new energy vehicles, and industrial internet are increasing performance requirements for PCBs, making high-density interconnect boards and high-speed transmission boards key growth drivers [2][3]. Group 3: Competitive Positioning - Aoshikang has established a solid competitive barrier through technology upgrades and capacity optimization, focusing on "digital intelligence" as a core strategy [3][4]. - The company has introduced advanced international production equipment to automate and upgrade production processes, enhancing product precision and efficiency to meet high-end customer demands [4]. Group 4: R&D and Talent Strategy - The company has increased R&D investment, focusing on breakthroughs in key technologies such as high-speed transmission and high-density integration, while optimizing capacity layout to enhance high-end product supply capabilities [4][5]. - The stock option incentive plan aims to stabilize the core team and attract top talent, ensuring the company's competitive edge in the high-end market [5].

Market Overview - A-shares continued to decline on December 3, with the Shanghai Composite Index down 0.51% to 3878.00 points, the Shenzhen Component down 0.78% to 12955.25 points, and the ChiNext Index down 1.12% to 3036.79 points [1] - The total trading volume in the Shanghai and Shenzhen markets was 1.67 trillion yuan, an increase of 76.5 billion yuan compared to December 2 [1] - The market saw more declines than gains, with 1443 stocks rising and 3876 stocks falling [1] Sector Performance - The rare metals and coal sectors performed well on December 3, driven by two main factors: expectations of a Federal Reserve interest rate cut and increased demand for coal due to colder weather [2] - The rare metals sector is benefiting from the strong demand in technology products, which rely heavily on these materials [2] - The coal sector is attracting investment due to the presence of many dividend-paying stocks, despite the overall poor market performance [2] Technical Analysis - The market has fully filled the upward gap left on December 1, which is generally considered a positive sign indicating a potential bottom in the near term [2] - The Shanghai Composite Index closed above the 10-day moving average, suggesting that investors are reluctant to see continued declines [2] - The MACD green bars are shortening, and the KDJ line shows an upward trend, indicating limited downside potential for the market [2] Company Insights - Heshun Petroleum, a company involved in retail chain gas stations, logistics, and wholesale, saw its stock hit the daily limit, marking its third limit-up in five days [3] - For the third quarter of 2025, Heshun Petroleum reported earnings per share of 0.13 yuan and a net profit of 21.81 million yuan, with a year-on-year decline of 49.44% [3] - The recent stock surge is attributed to the announcement of a cash acquisition and capital increase to gain control of at least 34% of Shanghai Kuixin Integrated Circuit, which will be consolidated into Heshun's financial statements [3]