北京浩天（深圳）律师事务所 关于 广电计量检测集团股份有限公司 部分股票期权以及回购注销部分限制性股票事项的 法律意见书 二〇二五年八月 北京浩天（深圳）律师事务所 法律意见书 北京浩天（深圳）律师事务所 关于广电计量检测集团股份有限公司 及回购注销部分限制性股票事项的 法律意见书 致：广电计量检测集团股份有限公司 北京浩天（深圳）事务所（以下简称"本所"）接受广电计量检测集团股 份有限公司（以下简称"广电计量"或"公司"）的委托，作为公司实施2023 年股票期权与限制性股票激励计划（以下简称"本激励计划"）的专项法律顾 问。 四、本所仅就与公司本次注销和本次回购注销有关的法律问题发表意见， 而不对公司本次注销和本次回购注销所涉及的标的股票价值、考核标准等方面 的合理性以及会计、财务等非法律专业事项发表意见。在本法律意见书中对有 关财务数据或结论进行引述时，本所已履行了普通注意义务，但该等引述并不 视为本所对这些数据、结论的真实性和准确性作出任何明示或默示保证。 本所及经办律师根据《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 权激励管 ...

Core Viewpoint - Guangdian Measurement experienced a stock price decline of 2.02% on August 29, with a current price of 21.31 CNY per share and a market capitalization of 12.429 billion CNY [1] Group 1: Stock Performance - Year-to-date, Guangdian Measurement's stock price has increased by 33.05%, with a recent decline of 2.78% over the last five trading days [1] - The stock has shown a 22.97% increase over the past 20 days and a 29.23% increase over the past 60 days [1] - The company has appeared on the "Dragon and Tiger List" once this year, with the most recent occurrence on August 13 [1] Group 2: Financial Performance - For the first half of 2025, Guangdian Measurement reported a revenue of 1.478 billion CNY, reflecting a year-on-year growth of 10.01% [2] - The net profit attributable to shareholders for the same period was 97.316 million CNY, marking a year-on-year increase of 22.11% [2] Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders for Guangdian Measurement was 29,400, a decrease of 13.47% from the previous period [2] - The average number of circulating shares per shareholder increased by 13.16% to 18,011 shares [2] - The company has distributed a total of 523 million CNY in dividends since its A-share listing, with 397 million CNY distributed over the last three years [3] Group 4: Institutional Holdings - As of June 30, 2025, Hong Kong Central Clearing Limited was the fourth largest circulating shareholder, holding 13.319 million shares, a decrease of 1.5401 million shares from the previous period [3] - New institutional shareholders include Xingye Xingrui Two-Year Holding Period Mixed A, holding 3.5641 million shares, and Huisheng Huize Mixed A, holding 2.2267 million shares [3] - The Southern CSI 1000 ETF increased its holdings by 502,400 shares, now holding 2.6915 million shares [3]

Core Viewpoint - The stock of Guangdian Measurement has experienced fluctuations, with a recent decline of 2.01% on August 25, 2023, despite a year-to-date increase of 34.12% [1][2]. Company Overview - Guangdian Measurement Testing Group Co., Ltd. was established on May 24, 2002, and went public on November 8, 2019. The company is located in Panyu District, Guangzhou, and specializes in measurement services, testing services, and the development of testing equipment [2]. - The company's main business revenue composition includes: reliability and environmental testing (24.29%), measurement services (23.24%), life sciences (15.54%), electromagnetic compatibility testing (11.29%), and others [2]. Financial Performance - For the first quarter of 2025, Guangdian Measurement reported operating revenue of 618 million yuan, a year-on-year increase of 5.16%, and a net profit attributable to shareholders of 4.82 million yuan, a significant year-on-year increase of 302.86% [2]. - The company has distributed a total of 523 million yuan in dividends since its A-share listing, with 397 million yuan distributed in the last three years [3]. Shareholder Information - As of March 31, 2025, the number of shareholders of Guangdian Measurement increased by 27.78% to 34,000, with an average of 15,916 circulating shares per person, a decrease of 21.74% [2]. - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which holds 14.86 million shares, and new entrants such as招商量化精选股票发起式A and金鹰科技创新股票A [3].

Group 1 - The core point of the article is that shareholder Huang Dunpeng plans to reduce his stake in the company by selling 5,603,800 shares between May 31, 2025, and August 30, 2025, which has been completed as of August 21, 2025 [1][2] - The shares sold represent 0.96% of the company's total share capital of 583,245,846 shares and 1% of the total share capital excluding repurchased shares [1] - The reduction was executed through centralized bidding, with the selling price ranging from 17.22 yuan to 21.81 yuan per share [1] Group 2 - Huang Dunpeng's share reduction complies with relevant laws and regulations, and aligns with previously disclosed intentions and plans [2] - The shareholder's commitment during the initial public offering includes restrictions on the amount and price of shares that can be sold, ensuring that no more than 20% of the total shares held can be sold annually after the lock-up period [2] - There are no violations of the share reduction commitments by Huang Dunpeng in this instance [3]

Core Viewpoint - Guangdian Measurement experienced a stock price decline of 2.05% on August 22, 2023, with a current price of 21.51 CNY per share and a total market capitalization of 12.546 billion CNY [1] Financial Performance - For the first quarter of 2025, Guangdian Measurement reported a revenue of 618 million CNY, representing a year-on-year growth of 5.16%, and a net profit attributable to shareholders of 4.8235 million CNY, which is a significant increase of 302.86% year-on-year [2] Stock Market Activity - The stock has seen a year-to-date increase of 34.30%, with a 0.94% rise over the last five trading days, 23.83% over the last 20 days, and 26.01% over the last 60 days [1] - The company has appeared on the "Dragon and Tiger List" once this year, with the most recent occurrence on August 13 [1] Shareholder Information - As of March 31, 2025, the number of shareholders increased by 27.78% to 34,000, while the average circulating shares per person decreased by 21.74% to 15,916 shares [2] - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which increased its holdings by 5.1944 million shares to 14.8591 million shares [3] Dividend Distribution - Since its A-share listing, Guangdian Measurement has distributed a total of 523 million CNY in dividends, with 397 million CNY distributed over the last three years [3] Business Overview - Guangdian Measurement specializes in measurement services, testing services, and the development of testing equipment, with its main revenue sources being reliability and environmental testing (24.29%), measurement services (23.24%), and life sciences (15.54%) [1]

Group 1 - The stock price of Guangdian Measurement Testing Group Co., Ltd. has deviated by a cumulative increase of 20.54% over three consecutive trading days, indicating abnormal trading fluctuations [1] - The company has not identified any recent public media reports that could have significantly impacted its stock trading price with undisclosed major information [1] - The company's recent production and operational conditions are normal, and there have been no significant changes in the internal and external operating environment [1] Group 2 - The company, its controlling shareholders, and actual controllers have no undisclosed major matters related to the company or any significant matters in the planning stage [1] - During the period of abnormal stock trading fluctuations, the controlling shareholders and actual controllers did not buy or sell the company's stock [1]

北京市天元（广州）律师事务所 地址：广东省广州市天河区珠江新城珠江东路 6 号周大福金融中心 33 层 邮编（P.C）：510623 电话（Tel）：020-88835385 传真（Fax）：020-88835385 北京市天元（广州）律师事务所 关于广电计量检测集团股份有限公司 穗天股字（2025）第010号 致：广电计量检测集团股份有限公司 广电计量检测集团股份有限公司（以下简称"公司"或"广电计量"）2025 年第一次临时股东大会（以下简称"本次股东大会"）采取现场投票与网络投票相 结合的方式，现场会议于 2025 年 8 月 7 日 16 时 00 分在广东省广州市番禺区石 碁镇创运路 8 号广电计量科技产业园科研创新楼 24 楼会议室召开。北京市天元 （广州）律师事务所（以下简称"本所"）接受公司聘任，指派本所律师参加本次 （以下简称"《公司法》"）、 关于广电计量检测集团股份有限公司 法律意见 二零二五年八月 股东大会现场会议，并根据《中华人民共和国公司法》 《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《广电计量检测集团股份有限公 ...

Core Viewpoint - The report provides an independent assurance on the use of funds raised from a non-public stock issuance by the company, confirming that the funds have been utilized in accordance with regulatory guidelines and accurately reflect the company's financial activities as of December 31, 2024 [1][2]. Group 1: Previous Fundraising Situation - The company raised a total of 1,499,999,995 CNY through a non-public issuance of 46,153,846 shares at a price of 32.50 CNY per share, with a net amount of 1,485,517,117.38 CNY after deducting issuance costs [3]. - As of December 31, 2024, the company has utilized 127,892,103.53 CNY of the raised funds, with 198,175,730.31 CNY used in 2023 [3][4]. - The company has a balance of 180,000,000 CNY in temporarily idle funds that have been used to supplement working capital [4]. Group 2: Fund Management and Usage - The company has established a fundraising management system to ensure the proper storage, approval, usage, and supervision of the raised funds [5]. - As of December 31, 2024, the total balance of the special accounts for the raised funds across various banks is 160,831,189.94 CNY [5]. - The company has used idle funds to temporarily supplement working capital, with a total of 5 billion CNY approved for this purpose, which has been returned to the special account within the stipulated time [7][8][9]. Group 3: Project Investment and Performance - The total planned investment for the projects funded by the raised capital is 1,660,123,900 CNY, with the actual cumulative investment as of December 31, 2024, being 462,648,337.71 CNY [6]. - The company has reported that the investment progress for various projects, such as the Guangzhou and Shenzhen testing laboratories, is at 98.30% and 83.72%, respectively [6][12]. - The company has not reported any instances where the cumulative returns from the investment projects are below the promised returns as of December 31, 2024 [10].

Core Viewpoint - The company has announced its 2024 annual profit distribution plan, which includes a cash dividend of 1.50 yuan per 10 shares for all shareholders, excluding repurchased shares [2][3][6]. Summary by Sections 1. Profit Distribution Plan - The company will distribute a total cash dividend of 84,058,155.30 yuan based on a total share capital of 583,245,846 shares, excluding 22,858,144 repurchased shares [2][3][11]. - The cash dividend will be 1.50 yuan per 10 shares (tax included) for shareholders, with specific tax treatments for different types of investors [6][12]. 2. Shareholder Meeting Approval - The profit distribution plan was approved at the shareholder meeting held on April 17, 2025, and aligns with the previously announced plan [2][4]. 3. Key Dates - The record date for the profit distribution is April 28, 2025, and the ex-dividend date is April 29, 2025 [7]. 4. Distribution Method - Cash dividends will be directly credited to the accounts of shareholders through their custodial securities companies on the ex-dividend date [9]. 5. Adjustments Due to Share Buyback - The company’s repurchased shares will not participate in the profit distribution, and the adjusted ex-dividend price will be calculated based on the total share capital [11][12].

Meeting Details - The shareholder meeting was held on April 17, 2025, at 16:00, with network voting available from 9:15 to 15:00 on the same day [3][4][5] - The meeting took place at the Guangdian Measurement Technology Industrial Park, Guangzhou [4] - A total of 244 shareholders and authorized representatives attended, representing 311,674,729 shares, which is 55.61770% of the total voting shares [8] Voting Results - The following proposals were approved during the meeting: - The 2024 Annual Work Report of the Board of Directors [9] - The 2024 Annual Work Report of the Supervisory Board [10] - The 2024 Financial Settlement Report [10] - The 2024 Profit Distribution Plan [10] - The 2024 Annual Report and its Summary [10] - The application for 2025 Comprehensive Credit [10] - The overall borrowing limit for 2025 [10] - The reappointment of the auditing firm for 2025 [10] Legal Opinion - The meeting was witnessed by lawyers from Beijing Tianyuan (Guangzhou) Law Firm, confirming that the meeting's procedures complied with legal and regulatory requirements [10]