北京市金杜（深圳）律师事务所 关于奥比中光科技集团股份有限公司 法律意见书 致：奥比中光科技集团股份有限公司 北京市金杜（深圳）律师事务所（以下简称本所）接受奥比中光科技集团股 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 6 月 23 日 召开的 2025 年第二次临时股东会（以下简称本次股东会），并就本次股东会相关 事项出具本法律意见书。 本所同意将本法律意见书作为本次股东会的公告材料，随同其他会议文件一 并报送有关机构并公告。除此以外，未经本所同意，本法律意见书不得为任何其 他人用于任何其他目的。 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： 券交易所网站（www.sse.com.cn，下 ...

Core Viewpoint - The report discusses the achievement of the second vesting conditions for the 2022 restricted stock incentive plan of Aobi Zhongguang Technology Group Co., Ltd. and the cancellation of certain unvested restricted stocks due to various reasons [1][9]. Group 1: Incentive Plan Overview - The 2022 restricted stock incentive plan was approved by the company's board on December 14, 2022, and the first grant date was set for February 6, 2023, with a grant price of 12.25 yuan per share [3][7]. - The plan includes specific performance conditions that must be met for the restricted stocks to vest, including company revenue growth targets [10][12]. Group 2: Vesting Conditions Achievement - As of June 6, 2025, the conditions for the second vesting period have been met, with 120 eligible participants and a total of 1,098,840 shares available for vesting [9][12]. - The company achieved a revenue of 564 million yuan in 2024, representing a growth rate of approximately 61.25% compared to 2022, thus meeting the performance criteria for the vesting [10][12]. Group 3: Cancellation of Restricted Stocks - A total of 965,910 shares were canceled due to participants leaving the company or not meeting performance criteria, with 686,700 shares canceled due to 25 participants who left [9][10]. - The remaining shares were canceled due to performance evaluations, where only one participant did not meet the required performance level [10][12]. Group 4: Independent Financial Advisor Opinion - The independent financial advisor confirms that the necessary procedures and disclosure obligations have been fulfilled regarding the vesting conditions and stock cancellations, in compliance with relevant regulations [12][13].

Core Viewpoint - The company, 奥比中光科技集团股份有限公司, is undergoing a review process for its newly proposed daily related transactions for the year 2025, which have been approved by various internal committees and are awaiting shareholder approval [1][2][16]. Group 1: Daily Related Transactions Overview - The company held a board meeting on June 3, 2025, where the proposal for new daily related transactions was reviewed and approved by the audit committee [1]. - An independent director meeting on June 5, 2025, also unanimously approved the proposal before it was submitted to the board [1]. - The board meeting on June 6, 2025, saw the proposal approved with non-related directors voting in favor, while the related director abstained from voting [2]. Group 2: Expected Amounts and Categories of Transactions - The expected amounts for the new daily related transactions are detailed in a table, with figures presented in millions of RMB [2]. - The transactions primarily involve sales of products and goods to related parties, adhering to market pricing principles [15]. Group 3: Previous Transaction Performance - The expected amount for related transactions in 2024 was 82 million RMB, while the actual amount realized was approximately 44.64 million RMB, indicating a significant variance [4]. - The variance was attributed to delays in customer orders from the related party, 蚂蚁集团 [4]. Group 4: Related Parties and Their Background - The related parties include 蚂蚁科技集团股份有限公司 and its subsidiaries, which are all operational and capable of fulfilling their obligations [4][6][8][10][12][14]. - The companies involved have substantial registered capital and are engaged in various technology and consulting services [4][5][7][9][11][13]. Group 5: Necessity and Impact of Related Transactions - The new daily related transactions are deemed necessary for the company's business development and operational needs, facilitating collaboration and market position enhancement [15]. - The pricing of these transactions will be fair and based on market rates, ensuring no harm to the interests of the company or its shareholders [15][16]. - The company maintains stable long-term relationships with related parties, indicating the ongoing nature of these transactions [15]. Group 6: Sponsor's Review Opinion - The sponsor, 中国国际金融股份有限公司, has reviewed the proposed transactions and found that the decision-making process aligns with legal and regulatory requirements, ensuring no adverse impact on the company's independence or shareholder interests [16].

Core Viewpoint - The company has established a comprehensive system for the selection and appointment of accounting firms to ensure the quality of audit work and financial information, in compliance with relevant laws and regulations [1][2][12]. Group 1: Selection and Appointment Process - The selection and appointment of accounting firms must be approved by the audit committee and subsequently by the board of directors and shareholders [1][3]. - The audit committee is responsible for proposing the selection process, evaluating candidates, and submitting recommendations to the board [6][7]. - The selection process should be competitive and fair, utilizing various methods such as competitive negotiation and public selection [3][4]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a good record of professional quality [2][5]. - The evaluation criteria for accounting firms include audit fees, qualifications, quality management, and resource allocation, with a minimum weight of 40% for quality management [5][6]. Group 3: Audit Fees and Adjustments - Audit fees are determined by the shareholders and can be adjusted based on factors like inflation and changes in business complexity [6][10]. - If audit fees decrease by 20% or more compared to the previous year, the company must disclose the reasons and details in its reports [6][10]. Group 4: Supervision and Evaluation - The audit committee is tasked with supervising the performance of the appointed accounting firms and must submit annual evaluation reports to the board [10][33]. - The company must maintain thorough documentation of the selection and evaluation processes for at least ten years [11][12]. Group 5: Termination and Replacement Procedures - The company must notify accounting firms 20 days in advance before termination or non-renewal of their services, allowing them to present their case [8][9]. - Specific conditions warranting the replacement of accounting firms include quality deficiencies, delays in audit work, or loss of qualifications [8][9].

Group 1: Industry Overview - The humanoid robot industry is experiencing a historic turning point, with significant growth in financing driven by breakthroughs in AI large model technology and favorable policies [1][2] - As of June 5, 2023, there have been 59 investment events in the humanoid robot sector in China this year, amounting to several billion yuan [1] - The global investment in robotics has exceeded 200 billion yuan since 2025, with China's investment activity accounting for over 82% of the total [2] Group 2: Company Developments - Beijing Accelerated Evolution Technology Co., Ltd. has completed its Series A financing, which will be used for product iteration and large-scale production [2] - Sichuan Embodied Humanoid Robot Technology Co., Ltd. announced the completion of several million yuan in angel round financing and plans to release a robot with an emotional cognition system by the end of the year [2] - Lu Ming Robot Technology (Shenzhen) Co., Ltd. has completed three rounds of financing within six months, with notable investors including Inno Angel Fund and Fosun Ruijing [2] Group 3: Market Trends - The humanoid robot commercialization process is beginning, with significant orders reported by various companies, indicating a shift towards practical applications in sectors like education and tourism [3] - 2025 is anticipated to be a pivotal year for the mass commercialization of humanoid robots, with expectations for widespread deployment in smart factories and emotional companionship robots [3][4] - The number of robot-related enterprises in China has surpassed 900,000, with a 44% increase in new companies compared to the same period in 2024 [3] Group 4: Challenges and Innovations - Despite the optimistic outlook, the humanoid robot industry faces challenges related to technology and cost, with current systems having limitations in decision-making, motion control, and execution [4][5] - The cost structure of humanoid robots remains high, with components like the actuator joint module accounting for a significant portion of the overall cost [5] - Companies are focusing on innovation and collaboration within the core supply chain to overcome these challenges, with notable advancements in key components such as harmonic reducers and 3D vision sensors [6]

Group 1 - The price of humanoid robots is gradually decreasing, with some domestic products dropping from over 1 million to below 200,000 yuan, indicating significant potential for further price reductions and increased market penetration [1] - The future price trend of humanoid robots is influenced by technological advancements, the optimization of hardware solutions, and the domestic manufacturers' ability to achieve breakthroughs, which will provide a competitive pricing advantage over foreign counterparts [1][2] - Companies are focusing on technological innovation and the localization of core components to drive down costs across the industry chain [1][2] Group 2 - Domestic companies are leading in specific segments of the robotics industry, with firms like Orbbec Technology becoming key suppliers of 3D vision sensors, showcasing advanced capabilities in various 3D vision technologies [2] - Factors contributing to the decline in robot prices include technological progress, localization of core components, economies of scale, and supply chain optimization, with technological advancements being the primary driver [2][3] - Open-source technology is recognized as a significant factor in reducing R&D costs, alongside the overlap between the robotics and electric vehicle industries, which enhances procurement efficiency [3]

Investment Rating - The report does not explicitly state an investment rating for the industry or the specific company being analyzed [1]. Core Insights - The company, Aobo Zhongguang, focuses on the research and development of 3D visual perception technology, aiming to enhance the understanding of the world by various terminals in the era of artificial intelligence [11][17]. - The main business includes the design, research, production, and sales of 3D visual perception products, which encompass 3D visual sensors and both consumer and industrial application devices [11]. - The company has established a comprehensive technical system for 3D visual perception, integrating multiple complex disciplines such as optics, mechanics, electronics, chip design, algorithms, SDK, and firmware development [11]. Summary by Sections Company Overview - Aobo Zhongguang specializes in 3D visual perception technology and aims to create a platform for robotics and AI visual industries [11]. - The company has a strong focus on autonomous intellectual property development from chip design to algorithm implementation, achieving a leading position in the global 3D visual industry [12]. Chip Development - The company has developed specialized chips, including the MX series depth engine chip, which has undergone five iterations and significantly reduces power consumption while enhancing processing capabilities [12][13]. - The latest MX6800 chip supports various imaging systems and is widely used in robotics applications, while the LS635 chip is designed for dToF laser radar sensors, targeting applications in robotics, drones, and autonomous driving [13][14]. Robotics Sector - The company is strategically focusing on the robotics sector, leveraging its comprehensive product offerings and partnerships to enhance its market presence [14]. - Aobo Zhongguang has launched several series of 3D cameras that perform well in diverse lighting conditions, catering to various robotic applications [14]. Financial Performance - For the fiscal year 2024, the company anticipates a revenue of approximately 562.19 million yuan, reflecting a year-on-year growth of about 56.16%, while expecting a net profit loss reduction of approximately 78.26% [15][16]. - The company is committed to accelerating product innovation and optimizing its product structure to achieve sequential revenue growth [16]. Future Applications - The company envisions expanding the application of 3D visual technology across various sectors, enhancing user interaction through intelligent devices that can perceive and respond to their environment [17]. - The ongoing development of AI terminals is expected to provide broader opportunities for the company's technological innovations and market expansion [18].