北京市金杜律师事务所 关于中船汉光科技股份有限公司 2025 年第一次临时股东大会 之法律意见书 致：中船汉光科技股份有限公司 北京市金杜律师事务所（以下简称本所）接受中船汉光科技股份有限公司（以 下简称公司）委托，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》）、中国证券监督管理委员会《上市 公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以下简称 中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳门特别 行政区和中国台湾省）现行有效的法律、行政法规、规章和规范性文件和现行有 效的公司章程有关规定，指派律师出席了公司于 2025 年 7 月 31 日召开的 2025 年第一次临时股东大会（以下简称本次股东大会）进行见证，并就本次股东大会 相关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提供的以下文件，包括但不限于： 1. 经公司 2022 年年度股东大会审议通过的《中船汉光科技股份有限公司章 程》（以下简称《公司章程》）； 2. 公司 2025 年 7 月 16 日刊登于巨潮资讯网及深圳证券交易所网站的《中 ...

中船汉光科技股份有限公司 2025 年第一次临时股东大会决议公告 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.本次股东大会未出现否决议案的情形； 2.本次股东大会不涉及变更以往股东大会已通过的决 议。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开的日期、时间： 现场会议时间：2025 年 7 月 31 日(星期四)14:30 证券代码：300847 证券简称：中船汉光 公告编号：2025-032 6.会议召开的合法、合规性：经公司第五届董事会第十 九次会议审议通过，决定召开 2025 年第一次临时股东大会， 召集程序符合有关法律、行政法规、部门规章、规范性文件 和《公司章程》的规定。 （二）会议出席情况 1.出席会议股东的总体情况：出席现场会议和参加网络 投票的股东（或授权代表，下同）共 205 人，代表股份数 184,663,962 股，占公司有表决权股份总数的 62.3844％。 其中：出席现场会议的股东共 1 人，代表股份数 79,605,362 股，占公司有表决权股份总数的 26.8928％。根据深圳证券 信息有限公司在 ...

Group 1 - The computer equipment sector increased by 0.29% on July 29, with Xiling Information leading the gains [1] - The Shanghai Composite Index closed at 3609.71, up 0.33%, while the Shenzhen Component Index closed at 11289.41, up 0.64% [1] - Xiling Information's stock price rose by 9.51% to 20.15, with a trading volume of 429,300 shares and a transaction value of 829 million yuan [1] Group 2 - The main funds in the computer equipment sector experienced a net outflow of 577 million yuan, while retail investors saw a net inflow of 748 million yuan [3] - The trading performance of other notable stocks included: - Xiongdi Technology up 6.54% to 30.29 with a transaction value of 1.02 billion yuan - Sanwei Xinan up 6.22% to 43.89 with a transaction value of 153 million yuan - Jinyi Technology up 5.61% to 25.79 with a transaction value of 352 million yuan [1][3]

证券代码：300847 证券简称：中船汉光 公告编号：2025-031 中船汉光科技股份有限公司 关于持股 5%以上股东部分股份质押延期的公告 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。 一、股东股份质押延期基本情况 中船汉光科技股份有限公司（以下简称"公司"）近日 接到持股 5%以上股东邯郸市产业投资集团有限公司（以下简 称"产投集团"）函告，获悉产投集团将质押给国泰海通证 券股份有限公司的 8,500,000 股公司股份办理了质押延期， 具体事项如下： 2．股东股份累计质押情况 截至公告披露日，产投集团所持本公司股份累计质押情 况如下： | | | | | | | | 已质押股份情况 | | 未质押股份情况 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股 | | | 本次质押 | | | 占公 | 已质押 | | 未质押 | | | | | | | 本次质押延 | 占其所 | | 股份限 | 占已 | | 占未 | | 东 | 持股数量 | 持股 | ...

Group 1 - The China Shipbuilding sector experienced a decline of 2.76%, ranking among the top losers in the concept sector as of the market close on July 23 [1][2] - Within the China Shipbuilding sector, companies such as China Ship Emergency, Kunshan Intelligent, and China Ship Han Guang saw significant declines [1] - The sector faced a net outflow of 584 million yuan from main funds, with 10 stocks experiencing net outflows, and 5 stocks seeing outflows exceeding 50 million yuan [2] Group 2 - The stock with the highest net outflow was China Ship Emergency, which had a net outflow of 138.34 million yuan and a decline of 7.12% [2] - Other notable stocks with significant net outflows included China Shipbuilding, China Ship Defense, and China Heavy Industry, with net outflows of 112.41 million yuan, 80.87 million yuan, and 71.84 million yuan respectively [2] - The trading volume for China Ship Emergency was 9.33%, indicating a relatively high turnover rate compared to other stocks in the sector [2]

Core Viewpoint - The company, China Shipbuilding Han Guang Technology Co., Ltd., has revised its articles of association and related governance documents to enhance corporate governance and comply with updated regulations [2][4]. Summary by Sections Company Governance - The company held its 19th meeting of the 5th Board of Directors on July 15, 2025, where multiple governance documents were approved for revision, including the articles of association and various committee rules [2]. - The revisions aim to strengthen the company's governance structure and align with the "Guidelines for Articles of Association of Listed Companies (2025 Revision)" [2][4]. Articles of Association Revisions - The revisions include changes to the company's governance principles, emphasizing the importance of party leadership and the protection of the rights of shareholders, creditors, and employees [4][8]. - Specific articles were updated to clarify the roles and responsibilities of the board of directors, management, and shareholders, ensuring compliance with relevant laws and regulations [4][8]. Shareholder Rights and Responsibilities - The revised articles outline the rights of shareholders, including profit distribution, participation in meetings, and the ability to request information from the company [35][36]. - Shareholders are also reminded of their obligations, such as adhering to laws and regulations and not abusing their rights to harm the company or other shareholders [20][21]. Financial and Operational Guidelines - The company has established guidelines for capital increases, share issuance, and financial assistance, ensuring that any significant transactions are subject to shareholder approval [29][30]. - The articles specify that any external guarantees exceeding certain thresholds must be approved by the shareholders, reinforcing financial accountability [48][49].

Core Viewpoint - The document outlines the selection and management procedures for accounting firms by China Shipbuilding Industry Corporation Han Guang Technology Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. - The selection process involves the audit committee's review and approval, followed by the board of directors and ultimately the shareholders' meeting [2][3]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a good reputation without recent administrative penalties related to securities and futures [4][5]. - The firms must have a solid organizational structure, effective internal controls, and qualified registered accountants to ensure audit quality [4][5]. Group 3: Selection Procedures - The audit committee is responsible for the selection process, which includes defining policies, initiating the selection, and evaluating proposals [3][4]. - The selection methods must ensure fairness and transparency, including public bidding and competitive negotiations [4][5]. Group 4: Evaluation Standards - Evaluation criteria for accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [5][6]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [5][6]. Group 5: Audit Fees - The average audit fee from all compliant proposals serves as the benchmark for evaluation, with specific formulas to calculate scores [6][7]. - Adjustments to audit fees during the engagement period can be made based on various economic factors, with significant decreases requiring disclosure [6][7]. Group 6: Supervision and Penalties - The audit committee must monitor the performance of the accounting firms and ensure compliance with legal and regulatory standards [10][11]. - Serious violations by accounting firms can lead to penalties, including termination of contracts and reporting to the board of directors [11][12]. Group 7: Information Security - The company must assess the information security capabilities of accounting firms during the selection process and include specific clauses in contracts to protect sensitive information [12][13]. - Ongoing oversight of information security practices is required to prevent data breaches [12][13].

Summary of Key Points Core Viewpoint The articles outline the revised articles of association for China Shipbuilding Han Guang Technology Co., Ltd., emphasizing the company's governance structure, operational principles, and shareholder rights. Group 1: Company Structure and Governance - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is RMB 29.601 million [3] - The company is committed to upholding the leadership of the Communist Party and establishing a modern state-owned enterprise system [4][11] Group 2: Business Objectives and Scope - The company's business objective is to create value for customers, returns for shareholders, and wealth for society through modern management practices [5] - The business scope includes research, production, and sales of optoelectronic materials and related products, as well as various office equipment and technical services [5] Group 3: Share Issuance and Capital Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued by the company is 296,010,000, with a par value of RMB 1 per share [6][22] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the articles of association [12][41] - The company must provide necessary conditions for the activities of the Communist Party organization within the company [11] Group 5: Shareholder Meetings and Decision-Making - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [50][66] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [82]

Core Points - The company establishes a Compensation and Assessment Committee to enhance the governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee is responsible for formulating assessment standards, reviewing compensation policies, and making recommendations to the board [3][4] - The committee consists of three members, including two independent directors, and is chaired by an independent director [2][3] Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation mechanisms and incentive plans [3][4] - Recommendations made by the committee must be documented if not fully adopted by the board, including reasons for non-adoption [3][4] - The committee is accountable to the board and must provide all relevant research and discussion materials for board decision-making [3][4] Decision-Making Procedures - The committee's decisions require a majority vote from its members and must follow legal and regulatory guidelines [6][7] - Meetings must be documented, including attendance, agenda, and voting results, and records are to be maintained for ten years [6][7] - The committee can invite directors and senior management to attend meetings but must ensure confidentiality regarding discussed matters [6][7] Additional Provisions - The committee must adhere to relevant laws and regulations, and any conflicts with these must be resolved in favor of the legal provisions [7] - The committee's rules and procedures are subject to interpretation by the board and take effect upon board approval [7]

Core Points - The company has established a fundraising management method to regulate the management of raised funds and improve their usage efficiency [1] - The funds raised are specifically for designated purposes and must comply with national industrial policies and relevant laws [2] - The board of directors is responsible for monitoring the management and usage of the raised funds to prevent investment risks [2][3] Fund Management - The company must open a special account for raised funds and ensure that these funds are not mixed with other funds [6] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [3] - The company must disclose the main content of the tripartite agreement promptly after signing [4] Fund Usage - The company must use the raised funds strictly according to the approved investment projects and cannot change the usage without proper procedures [8] - Funds cannot be used for high-risk investments or for the benefit of controlling shareholders or related parties [8][9] - If a project faces significant changes or delays, the company must reassess its feasibility and disclose the situation [6][10] Changes in Fund Allocation - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [19] - The company must provide a detailed plan for the use of any excess funds raised beyond the planned amount [11] Reporting and Supervision - The company is required to maintain detailed records of the usage of raised funds and conduct regular audits [26][27] - The board must issue semi-annual and annual reports on the management and usage of raised funds [15][17] - Any irregularities in the management of raised funds must be reported to the relevant authorities [18]