北京市中伦（深圳）律师事务所 关于深圳市朗科科技股份有限公司 2025 年第二次临时股东大会的 法律意见书 二〇二五年八月 北京市中伦（深圳）律师事务所 关于深圳市朗科科技股份有限公司 2025 年第二次临时股东大会的 法律意见书 北京市中伦（深圳）律师事务所（以下简称"本所"）受深圳市朗科科技股 份有限公司（以下简称"公司"）委托，指派梁严鑫律师、郭子威律师出席并见 证公司 2025 年第二次临时股东大会（以下简称"本次股东大会"），并依据《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》"）以及《深圳市朗科科技股份有限公司章程》（以下简称"《公司章程》"） 等有关规定，就本次股东大会的召集、召开程序、出席现场会议人员的资格、召 集人资格、会议表决程序及表决结果等事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司本次股东大会的有关文件和材料。 本所律师得到公司如下保证，即其已提供了本所律师认为出具本法律意见书所必 需的材料，所提供的原始材料、副本、复印件等材料、口头证言均符合真实、准 确、 ...

Group 1 - The company is actively expanding its market and business layout around the development opportunities of the Shaoguan data center cluster [2] - The company's wholly-owned subsidiary, Shaoguan Luyuan Langkun Technology Co., Ltd., is focusing on server sales and has signed small batch orders with partial deliveries [2] - Currently, this business has not significantly impacted the company's operating performance, and future project progress will be disclosed in accordance with relevant laws and regulations if it meets disclosure standards [2]

证券日报网讯朗科科技（300042）7月31日在互动平台回答投资者提问时表示，公司立足于数据存储领 域基本盘，围绕韶关数据中心集群建设的发展机遇，积极向存储及算力产业链上下游领域进行拓展布 局。公司对未来发展充满信心，当前进度未达预期受多重客观因素交织影响。公司将继续积极推进与各 方的合作与交流，并在合规的框架内及时披露相关进展。 ...

Group 1 - The company appointed Mr. Zhang Baolin as the secretary of the board of directors, effective from the date of the board's approval until the end of the current board's term [1][2] - Mr. Zhang Baolin has completed the necessary training and meets the qualifications as per the relevant laws and regulations [1][3] - The company also elected Mr. Guo Zhixiang to the audit committee and Mr. Zhang Baolin to the nomination committee, with terms lasting until the end of the current board's term [1][2] Group 2 - The composition of the board's specialized committees after the elections includes: - Strategic and ESG Committee: Lv Zhirong, Xu Lisong, Zhang Baolin - Audit Committee: Luo Shaode, Lei Qun'an, Guo Zhixiang - Nomination Committee: Lei Qun'an, Zhong Gangqiang, Zhang Baolin - Compensation and Assessment Committee: Luo Shaode, Zhong Gangqiang, Guo Zhixiang [2] - Mr. Zhang Baolin does not hold shares in the company and has no related party relationships with major shareholders or other board members [3] - Mr. Guo Zhixiang also does not hold shares in the company and has no related party relationships with major shareholders or other board members [4]

Core Points - The company has revised its Articles of Association to comply with the Company Law and other relevant regulations, including changes in terminology and internal department names [1][2][3] - The revised Articles of Association aim to protect the rights and interests of the company, shareholders, employees, and creditors [1][2] - The company is registered as a limited liability company in Shenzhen, with its business scope including technology development, manufacturing, and sales of various products [2][4][6] Summary by Sections - **Article Revisions**: The revisions include changes from "shareholders' meeting" to "shareholders' assembly" and adjustments in terminology for clarity [1][2] - **Company Structure**: The company is established under the Company Law and is registered with the Shenzhen Market Supervision Administration [2] - **Legal Representation**: The chairman serves as the legal representative of the company, with provisions for the appointment and resignation of the legal representative [3][5] - **Shareholder Rights**: Shareholders have the right to sue the company and its directors, and the Articles provide a framework for shareholder meetings and decision-making [5][9] - **Capital Structure**: The company has a total of 200.4 million shares, all of which are ordinary shares with a par value of 1 RMB each [6][7] - **Share Issuance**: The company will issue shares based on principles of fairness and equality, ensuring that all shares of the same class have equal rights [6][7] - **Shareholder Obligations**: Shareholders must comply with laws and the Articles, and they are prohibited from abusing their rights to harm the company or other shareholders [13][14] - **Management Responsibilities**: The Articles outline the responsibilities of directors and senior management, including compliance with laws and the Articles [12][14] - **Financial Assistance Restrictions**: The company is restricted from providing financial assistance for the purchase of its shares, with specific exceptions [7][8] - **Corporate Governance**: The Articles establish the shareholders' assembly as the company's governing body, with defined powers and responsibilities [14][15]

Core Viewpoint - Shenzhen Longke Technology Co., Ltd. is expanding its business scope to include new areas such as cloud computing and artificial intelligence, while also revising its articles of association and company regulations to align with these changes [1][2][3]. Business Scope Changes - The company is adding new business activities, including manufacturing and sales of cloud computing equipment, communication equipment, integrated circuit chips, and artificial intelligence systems [2]. - The previous business scope included computer hardware and software, mobile storage products, and information consulting, among others [1]. Articles of Association Revision - The company will no longer have a supervisory board; its functions will be transferred to the audit committee of the board of directors [3]. - The "Board Strategic Committee" will be renamed to "Board Strategic and ESG Committee," with added responsibilities related to ESG management [3]. Company Regulations Updates - Several company regulations are being revised or established, including shareholder meeting rules, board meeting rules, and management systems for directors and senior management [4]. - The revised regulations will require approval from the shareholders' meeting to take effect, while some rules will become effective immediately upon board approval [4].

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Definition and Prevention of Fund Occupation - Fund occupation includes both operational and non-operational forms, such as related transactions in business operations and various financial support to controlling shareholders [2]. - The company must prevent any direct or indirect occupation of funds, assets, and resources by the controlling shareholder and related parties [3]. - The company is required to implement timely settlement of related transactions to avoid abnormal operational fund occupation [4]. Group 2: Responsibilities of the Board and Management - The board of directors and senior management have a legal obligation to maintain the safety of company funds and prevent occupation by controlling shareholders [4]. - The chairman of the board is the primary responsible person for preventing fund occupation and overseeing the clearance of occupied funds [5]. - The board must conduct self-inspections regarding fund transactions with controlling shareholders and take effective measures if any occupation is identified [4][6]. Group 3: Mechanism for Fund Occupation and Accountability - A mechanism is established for "occupation equals freezing," allowing for immediate judicial freezing of shares if asset occupation is detected [5]. - The financial officer must report any occupation of assets by the controlling shareholder within two days, detailing the circumstances and involved parties [6]. - The company will impose administrative and economic penalties on responsible individuals if non-operational fund occupation occurs, and may pursue legal accountability for losses incurred by investors [8]. Group 4: Implementation and Compliance - The company must adhere to national laws and regulations, and any inconsistencies with internal policies will defer to these higher standards [8]. - This system will be implemented following approval by the company's shareholders' meeting [8].

Core Points - The article outlines the management system for related party transactions of Shenzhen Longke Technology Co., Ltd, emphasizing the need to protect the legal interests of shareholders and creditors, particularly minority investors [2][3] - The company aims to ensure that related party transactions are conducted fairly, openly, and justly, adhering to principles of voluntary, equal, and good faith agreements [2][6] Group 1: General Principles - The company should minimize related party transactions and ensure that transaction prices are determined based on fair market value or cost plus reasonable profit [2][6] - Related directors and shareholders must abstain from voting on matters involving related party transactions [2][10] - Independent financial advisors may be engaged to provide opinions on necessary transactions [2][6] Group 2: Definition and Scope of Related Party Transactions - Related party transactions include various activities such as asset purchases, external investments, financial assistance, guarantees, leasing, and management contracts [2][3] - Related parties encompass both legal entities and natural persons that have significant influence or control over the company [3][4] Group 3: Decision-Making Procedures - Transactions exceeding RMB 300,000 with related natural persons or RMB 3 million with related legal entities require board approval, and those exceeding 5% of the company's net assets must be submitted to the shareholders' meeting [8][9] - Related directors must abstain from voting on related party transactions, ensuring decisions are made by non-related directors [9][10] Group 4: Pricing and Management of Related Party Transactions - Pricing for related party transactions should primarily follow market prices, with alternative methods including cost plus reasonable profit or negotiated agreements [6][7] - The financial department is responsible for tracking market price changes and reporting to the board [7][11] Group 5: Disclosure Requirements - The company must disclose related party transactions in accordance with stock exchange requirements, ensuring transparency [11][12] - Daily related party transactions should be estimated annually, and any significant deviations must be disclosed [12][13] Group 6: Exemptions from Approval - Certain transactions, such as public tenders or those with government-set prices, may be exempt from the usual approval and disclosure processes [14][15] - Transactions that do not involve significant financial implications for the company may also be exempt from formal procedures [14][15]

Core Viewpoint - The document outlines the selection process and quality requirements for accounting firms engaged by Shenzhen Longke Technology Co., Ltd, aiming to enhance audit quality and financial information integrity [1][2]. Group 1: General Principles - The company establishes a system for selecting accounting firms to comply with national regulations and improve audit quality [1]. - The selection process requires approval from the audit committee, board of directors, and shareholders [1][2]. - The controlling shareholders and actual controllers are prohibited from interfering in the selection process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications and have experience with at least three listed companies without major quality issues [1]. - Firms must adhere to auditing laws and maintain good professional ethics and reputation [1]. - The new accounting firm must not have received administrative penalties related to securities and futures business in the past year [1]. Group 3: Selection Procedures - The internal audit department conducts investigations and submits reports on the quality and integrity of competing firms [2]. - The audit committee reviews qualifications and submits recommendations to the board for approval [2]. - The selection process can include public bidding, invited bidding, and competitive negotiation to ensure fairness [2][3]. Group 4: Evaluation Standards - The evaluation criteria for accounting firms include audit fees, qualifications, performance records, quality management, and resource allocation [4]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [4][5]. Group 5: Responsibilities of the Audit Committee - The audit committee is responsible for establishing selection policies, reviewing proposals, and evaluating the performance of the selected accounting firms [6][9]. - The committee must conduct post-audit evaluations and report findings to the board [9][10]. Group 6: Reappointment and Dismissal Procedures - The company must notify accounting firms 30 days in advance before dismissing or not renewing their contracts [8]. - The audit committee must evaluate the quality of the accounting firm before recommending reappointment [8][9]. - Any changes in accounting firms must be disclosed, including reasons for dismissal and the previous firm's comments [8][9]. Group 7: Supervision and Penalties - The audit committee must monitor compliance with laws and the execution of audit agreements [10]. - Serious violations by accounting firms can lead to non-reappointment based on shareholder resolutions [10].

Core Points - The implementation rules for cumulative voting are established to enhance the corporate governance structure of Shenzhen Langke Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights [1][4] - Cumulative voting allows shareholders to allocate their votes among candidates for the board of directors, with each share providing a number of votes equal to the number of directors to be elected [1][2] Summary by Sections Cumulative Voting System - Cumulative voting is defined as a system where each shareholder has votes equal to the number of shares held multiplied by the number of directors to be elected, allowing for concentrated or distributed voting [1][2] - The rules specify that the election of directors must comply with the company's articles of association [1][3] Voting Procedures - When electing two or more directors, cumulative voting must be used, and this must be clearly stated in the notice of the shareholders' meeting [2] - The voting process includes specific calculations for the cumulative votes and separate voting for independent and non-independent directors to ensure compliance with the company's articles [2][3] Election Principles - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the total shares held by attending shareholders [3] - If the required number of directors is not elected, a second round of voting will occur, and if still unresolved, a new shareholders' meeting must be convened within two months [3][4] Implementation and Interpretation - The board of directors is responsible for interpreting these rules, which take effect upon approval by the shareholders' meeting [4]