北京市中伦（广州）律师事务所 关于广州中望龙腾软件股份有限公司 授予预留限制性股票事项的 法律意见书 致：广州中望龙腾软件股份有限公司 北京市中伦（广州）律师事务所 关于广州中望龙腾软件股份有限公司 授予预留限制性股票事项的 法律意见书 二〇二五年八月 北京市中伦（广州）律师事务所（以下简称"本所"）接受广州中望龙腾软件 股份有限公司（以下简称"中望软件"或"公司"）委托，就公司 2024 年限制性股 票激励计划授予预留限制性股票相关事宜（以下简称"本事项"或"本次授予"）担 任专项法律顾问，并就本次授予出具本法律意见书。 为出具本法律意见书，本所律师审阅了《广州中望龙腾软件股份有限公司 州中望龙腾软件股份有限公司 2024 年限制性股票激励计划实施考核管理办法》 （以下简称"《考核管理办法》"）、公司 2024 年第四次临时股东大会文件、 公司相关董事会会议文件以及本所律师认为需要审查的其他文件，并通过查询政 府部门公开信息对相关的事实和资料进行了核查和验证（如涉及）。 为出具本法律意见书，本所律师根据有关法律、行政法规、规范性文件的规 定和本所业务规则的要求，本着审慎性及重要性原则对本次授予的有关的文件资 ...

Core Points - The company has approved the 2024 Restricted Stock Incentive Plan, allowing for the grant of 26,976 restricted shares at a price of 36.18 yuan per share to three incentive objects on August 29, 2025 [1][3][14] - The total number of restricted shares granted represents 0.0159% of the company's total share capital of 1,695,845,470 shares [3][13] - The incentive plan includes performance conditions that must be met for the shares to vest, including specific revenue targets for the years 2025 and 2026 [12][15] Incentive Plan Details - The plan's grant date is set for August 29, 2025, with a grant price of 36.18 yuan per share [1][3] - The total number of shares reserved for this grant is 26,976, which includes 8,992 shares for a director and 17,984 shares for two other key employees [13][14] - The plan allows for a maximum vesting period of 48 months, with shares vesting in two tranches based on performance metrics [9][15] Performance Metrics - The first vesting period requires the company to achieve a cumulative revenue of 1.294 billion yuan, with a trigger value of 1.192 billion yuan for 2025 [12] - The second vesting period requires a cumulative revenue of 2.910 billion yuan, with a trigger value of 2.622 billion yuan for 2025-2026 [12] - The plan also includes specific revenue targets for 3D product sales, with similar structure for vesting based on performance [12] Compliance and Approval - The plan has undergone necessary approvals from the board and has been disclosed in accordance with regulatory requirements [1][2][4] - The company has confirmed that there are no disqualifying conditions for the incentive objects as per relevant laws and regulations [7][14] - The board has verified that the incentive objects meet the qualifications set forth in the incentive plan [14]

Core Viewpoint - The company, Shaanxi Yuanjie Semiconductor Technology Co., Ltd., has announced a new stock incentive plan aimed at enhancing corporate governance, attracting and retaining key personnel, and aligning the interests of shareholders, the company, and core teams for long-term development [2][19]. Group 1: Stock Incentive Plan Overview - The stock incentive plan involves granting a total of 634,500 restricted stocks, accounting for approximately 0.74% of the company's total share capital as of the announcement date [1][3]. - The plan includes an initial grant of 507,600 shares (80% of the total) and a reserved portion of 126,900 shares (20% of the total) [1][3]. Group 2: Purpose of the Incentive Plan - The primary objective is to improve the company's governance structure and establish a long-term incentive mechanism to motivate management and core personnel, thereby enhancing team cohesion and competitiveness [2][19]. - The plan aims to ensure the alignment of interests among shareholders, the company, and the core team, focusing on the long-term development of the company [2][19]. Group 3: Stock Grant and Source - The incentive plan will utilize restricted stocks as the incentive tool, sourced from shares repurchased in the secondary market or newly issued shares directed to the incentive recipients [3][11]. - The initial grant price for the restricted stocks is set at 149.09 yuan per share, with adjustments possible based on corporate actions prior to the completion of the stock grant [11][12]. Group 4: Eligibility and Distribution of Incentives - Eligible recipients include directors, senior management, core technical personnel, and key business staff, with specific criteria outlined in relevant laws and regulations [4][5]. - The distribution of the restricted stocks among recipients is structured to ensure that no individual receives more than 1% of the total share capital through all active incentive plans [8][9]. Group 5: Performance Assessment and Conditions - The performance assessment for the incentive plan is based on annual revenue targets, with specific goals set for each assessment period from 2025 to 2028 [16][19]. - The plan stipulates that if the company fails to meet the performance targets, the corresponding restricted stocks will not vest and will be forfeited [16][19]. Group 6: Implementation and Adjustment Procedures - The plan's implementation requires approval from the board of directors and must follow a structured process for granting, vesting, and potential adjustments to the number of shares or grant price due to corporate actions [20][23]. - Adjustments to the number of restricted stocks or their grant price will be made in accordance with specific formulas if corporate actions such as stock splits or dividends occur [24][25].

Summary of Key Points Core Viewpoint - Guangzhou Zhongwang Longteng Software Co., Ltd. has announced the allocation of restricted stock incentives, indicating a strategic move to motivate key personnel and align their interests with the company's performance [1]. Allocation of Restricted Stock Incentives - The total number of restricted shares granted is 26,976, which represents 1.8016% of the total number of restricted shares granted and 0.0159% of the company's total equity as of the reporting date [1]. - The allocation includes 8,992 shares granted to the director, which accounts for 0.6005% of the total restricted shares and 0.0053% of the total equity [1]. - Two key employees received a total of 17,984 shares, representing 1.2011% of the total restricted shares and 0.0106% of the total equity [1]. Compliance with Regulations - None of the incentive recipients have received more than 1% of the company's total equity through the current stock incentive plan [1]. - The total number of shares involved in all effective incentive plans does not exceed 20% of the company's total equity at the time of submission to the shareholders' meeting [1].

Core Viewpoint - The company plans to repurchase shares through a centralized bidding process, with a total repurchase amount ranging from 500 million to 960 million yuan, aimed at employee stock ownership plans or equity incentives [2][3][4] Summary by Sections Repurchase Plan Overview - The repurchase plan was approved by more than two-thirds of the board members and does not require shareholder meeting approval [2] - The repurchase will be conducted within 12 months after board approval [2] - The maximum repurchase price is set at 8 yuan per share [3][4] Financial Details - The estimated repurchase amount is between 500 million yuan and 960 million yuan [3] - The funding sources for the repurchase will be the company's own funds and other self-raised funds [3][5] - The total number of shares to be repurchased is estimated to be between 62.5 million and 120 million shares, representing 1.35% to 2.60% of the total share capital [4] Purpose and Use of Repurchased Shares - All repurchased shares will be used for equity incentives or employee stock ownership plans [4][10] - The company aims to enhance investor confidence and promote long-term sustainable development through this repurchase [10] Impact on Company Structure - The repurchase is not expected to significantly impact the company's daily operations, financial status, or debt repayment capabilities [9][10] - The repurchase will not lead to a change in control of the company, and the share distribution will remain compliant with listing requirements [9][10] Compliance and Disclosure - The company has established a dedicated securities account for the repurchase [13] - The company will disclose information regarding the progress of the repurchase in a timely manner [13]

陕西源杰半导体科技股份有限公司董事会薪酬与考核委员会 关于 2025 年限制性股票激励计划相关事项的核查意见 陕西源杰半导体科技股份有限公司（以下简称"公司"）董事会薪酬与考 核委员会根据《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理办法》（以下简称 《管理办法》）、《上海证券交易所科创板股票上市规则》（以下简称《上市规 则》）、《科创板上市公司自律监管指南第4号——股权激励信息披露》等有关法 律法规和规范性文件及《陕西源杰半导体科技股份有限公司章程》（以下简称 《公司章程》）的规定，对公司2025年限制性股票激励计划（以下简称"本次激 励计划"）相关事项进行了核查，发表核查意见如下： 一、公司不存在《管理办法》等法律法规规定的禁止实施股权激励计划的 情形，包括： （一）最近一个会计年度财务会计报告被注册会计师出具否定意见或者无 法表示意见的审计报告； （二）最近一个会计年度财务报告内部控制被注册会计师出具否定意见或 无法表示意见的审计报告； （三）上市后最近36个月内出现过未按法律法规、《公司章程》、公开承诺 进行利润分配的情形； （ ...

Core Insights - The company reported a revenue of 276 million yuan and a net profit attributable to shareholders of 125 million yuan for the first half of 2025, benefiting from the ongoing development of the national hierarchical medical system and various clinical practice guidelines related to respiratory diseases [1] - Despite facing a temporary decline in performance due to changes in disease trends, patient consultation habits, and tax policies compared to the same period last year, the company's performance has significantly improved compared to the first half of 2022 and the initial public offering period in 2023 [1] - The company remains committed to its operational plans set at the beginning of the year, increasing R&D investment and accelerating the transformation of technological achievements [1] Product Development - During the reporting period, the company obtained registration certificates for PCR fluorescent probe method test kits for influenza A virus, influenza B virus, and respiratory syncytial virus, becoming one of the few companies with antigen, antibody, and nucleic acid testing products [1] - The company expanded its product matrix in the Southeast Asian market and made further breakthroughs in the European and American markets during the reporting period [1] Strategic Initiatives - The company strategically entered the field of neurological disease testing, including Alzheimer's disease, in response to the aging population in China [2] - A strategic partnership was established with Quanterix, a digital biomarker analysis company, to utilize their Simoa technology for early disease diagnosis, treatment monitoring, and drug development [2] - To enhance employee motivation and retain talent, the company announced a restricted stock incentive plan on the same day as the half-year report, with a total of 2.1127 million shares to be granted at a price of 16.55 yuan per share [2]

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - In the first half of 2025, the company achieved a revenue of 350 million yuan, representing a year-on-year growth of 16%, with a net profit attributable to shareholders of 16 million yuan, also showing a year-on-year increase of 0.16% [2] - In Q2 alone, the company recorded a revenue of 190 million yuan, a year-on-year increase of 20%, and a net profit of 12 million yuan, reflecting a significant year-on-year growth of 829% [2] - The revenue growth is primarily driven by high-end products and solutions, with high-end digital oscilloscopes (bandwidth ≥ 2GHz) sales increasing by 41% year-on-year, accounting for 30% of the oscilloscope segment's revenue [2] - The sales revenue from solutions reached approximately 62 million yuan in the first half of 2025, marking a year-on-year growth of 44% [2] Financial Performance Summary - The company's gross profit margin for the first half of 2025 was 55.4%, a decrease of 1.3 percentage points year-on-year, while the net profit margin was 4.6%, down 0.33 percentage points year-on-year [3] - The decline in gross margin is attributed to increased production costs at the Malaysian facility, changes in product mix, and the impact of U.S. tariffs [3] - The company’s expense ratio decreased by 5.3 percentage points year-on-year to 59.4%, benefiting from economies of scale [3] Employee Incentives and Global Strategy - The company announced a restricted stock incentive plan in April 2025, proposing to grant 2 million shares to 99 core employees, representing 1.0% of the total share capital [4] - The incentive plan aims to bind core employees and reflects the company's confidence in growth, with performance targets set for revenue and net profit growth [4] - Additionally, the company is preparing for a Hong Kong stock listing to accelerate its global branding and product strategy [4]

Core Points - The company announced the achievement of the first unlock condition for the reserved grant portion of the "Qihang No. 2" restricted stock incentive plan, allowing 64 eligible participants to unlock a total of 662,500 shares, which represents approximately 0.08% of the company's total share capital [1][5][10] Group 1: Incentive Plan Details - The "Qihang No. 2" restricted stock incentive plan was approved and implemented following the necessary decision-making procedures and information disclosure [5][10] - The first unlock period for the reserved grant portion is set to begin on September 23, 2025, and will last until the last trading day within 24 months from the completion of the reserved grant registration [5][8] - The total number of restricted stocks granted in this plan is 19,079,000 shares, with the registration completed at the Shanghai branch of China Securities Depository and Clearing Co., Ltd. [3][4] Group 2: Unlock Conditions - The unlock conditions for the restricted stocks include the absence of negative audit opinions, compliance with profit distribution regulations, and no legal restrictions on stock incentives [6][7][8] - The performance assessment for the incentive plan is based on the company's net profit growth rate, which must cumulatively reach at least 65% over the assessment years of 2023 to 2025 [8][9] - The company's net profit for 2023 was approximately 627.21 million yuan, and for 2024, it was approximately 715.59 million yuan, achieving a cumulative growth rate of 69.88% [8][9] Group 3: Approval and Compliance - The board of directors and the remuneration and assessment committee confirmed that the unlock conditions have been met and that the decision-making process complies with relevant laws and regulations [10] - Legal opinions affirm that the necessary approvals and authorizations for the unlock conditions have been obtained, aligning with the Company Law and Securities Law [10]

Core Viewpoint - The company announced the repurchase and cancellation of 59,500 restricted stocks due to the departure of two incentive targets, along with an adjustment of the repurchase price to 6.27 yuan per share [1][5][6]. Group 1: Repurchase Details - The total number of restricted stocks to be repurchased is 59,500 shares [1][5]. - The adjusted repurchase price is set at 6.27 yuan per share, down from the previous price of 6.99 yuan due to a cash dividend distribution of 0.72 yuan per share [5][6]. - The total amount to be paid for the repurchase is 373,065 yuan, sourced from the company's own funds [6]. Group 2: Corporate Governance and Compliance - The board of directors and independent directors have approved the repurchase and cancellation of the restricted stocks, confirming that all necessary procedures have been followed [1][8]. - The company has complied with relevant regulations, including the Company Law and Securities Law, ensuring that the repurchase does not harm the interests of the company or its shareholders [8]. Group 3: Impact on Share Structure - Following the repurchase, the total number of shares will decrease from 833,268,000 to 833,208,500 [6][7]. - The repurchase will not lead to any changes in the controlling shareholder or actual controller of the company, maintaining compliance with listing conditions [7]. Group 4: Future Outlook - The repurchase and cancellation of the restricted stocks are not expected to have a material impact on the company's financial status or operational results [7]. - The management team will continue to fulfill their responsibilities and create value for shareholders [7].