华泰联合证券有限责任公司 关于广州方邦电子股份有限公司 首次公开发行股票部分募投项目结项并使用募集资 金临时补充流动资金的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"保荐机构"） 作为广州方邦电子股份有限公司（以下简称"方邦股份"、"公司"）首次公开 发行股票并在科创板上市持续督导阶段的保荐机构，根据《上市公司募集资金监 管规则》等有关法律、法规、规范性文件及《广州方邦电子股份有限公司募集资 金管理制度》等相关规定，关于方邦股份首次公开发行股票部分募投项目结项并 使用募集资金临时补充流动资金事项进行了核查，并出具本核查意见如下： 一、募集资金基本情况 经中国证券监督管理委员会出具《关于同意广州方邦电子股份有限公司首次 公开发行股票注册的批复》（证监许可〔2019〕1212 号），并经上海证券交易 所出具《自律监管决定书》（〔2019〕151 号），同意广州方邦电子股份有限公 司 向 社 会 公 开 发 行 人 民 币 普 通 股 20,000,000 股 ， 共 计 募 集 资 金 人 民 币 资金净额为人民币 979,039,622.63 元。 上述募集资金已于 2019 年 7 月 1 ...

Core Viewpoint - The report provides a detailed account of the fundraising activities, management, and actual usage of funds by Guangzhou Fangbang Electronics Co., Ltd., highlighting compliance with regulatory requirements and the current status of the funds as of June 30, 2025 [2][3][8]. Fundraising Basic Situation - The company raised a total of RMB 107,760.00 million from the issuance of 20 million shares at RMB 53.88 per share, with a net amount of RMB 97,903.96 million after deducting various fees [2]. - The total amount used from the raised funds by the end of June 2025 is RMB 61,866.35 million, with accumulated bank interest netting RMB 10,494.65 million [2][3]. Fund Management Situation - The company has established a fundraising management system in compliance with relevant laws and regulations, ensuring that funds are stored in dedicated bank accounts and managed under a tripartite supervision agreement with the underwriter [3][4]. - As of June 30, 2025, the company holds three dedicated fundraising accounts, two structured deposit accounts, and twelve large-denomination certificate accounts [4]. Actual Usage of Funds - The company has not encountered any abnormal situations regarding the use of raised funds, and the total amount used in the current year is RMB 877.40 million [5][8]. - The company has utilized its own funds for project expenses, amounting to RMB 6,340.61 million, which will be replaced by raised funds [6][11]. Idle Fund Management - The company has not used idle funds to temporarily supplement working capital. Instead, it has engaged in cash management with idle funds, investing up to RMB 9 billion in safe, liquid financial products [7][8]. - The total investment in financial products amounts to RMB 52,872.80 million, with a remaining balance of RMB 40,165.40 million as of June 30, 2025 [8][12]. Changes in Fund Usage - The company has terminated the fundraising project for the flexible copper-clad laminate production base, with an expected remaining amount of RMB 30,068.08 million, which will continue to be managed according to relevant regulations [9][10]. - There have been no instances of transferring or replacing fundraising projects as of June 30, 2025 [10][11]. Compliance and Disclosure - The company has adhered to the regulations regarding the management and disclosure of fundraising activities, ensuring timely and accurate reporting without any violations [10][12].

Core Viewpoint - The announcement details the implementation of the stock option incentive plan for 2022, specifically the initiation of the second exercise period for stock options, allowing eligible participants to exercise their options under specified conditions [1][7][15]. Summary by Sections Stock Option Exercise Details - The number of stock options to be exercised is 640,000 [1]. - The source of the exercised stocks will be from the issuance of A-shares to the incentive participants [1]. - The exercise period for the stock options is from July 28, 2025, to July 9, 2027, with the exercise date needing to be a trading day [1][12]. Approval and Implementation of the Incentive Plan - The stock option incentive plan was approved through various board meetings, with independent directors providing opinions on its benefits for the company's sustainable development [1][2]. - The plan includes a verification process by the supervisory board to ensure the legitimacy of the incentive recipients [2][14]. Historical Granting of Stock Options - A total of 1.92 million stock options were granted to 68 incentive recipients, with an exercise price set at 34 yuan per option [3]. - Adjustments were made to the number of options due to the departure of certain recipients, resulting in 170,800 options remaining for the first grant and 44,700 for the reserved grant [5][12]. Conditions for Exercising Stock Options - The conditions for exercising the stock options have been met, including the absence of adverse audit reports and the fulfillment of performance targets [7][8]. - The company has set performance targets for 2023, with a revenue goal of at least 600 million yuan, which aligns with the exercise conditions [8]. Specifics of the Current Exercise - The current exercise involves 640,000 options available for 43 eligible participants, with an adjusted exercise price of 33.6273 yuan per option [11][12]. - The exercise will be conducted through self-exercise, with arrangements made for the necessary brokerage services [12][14]. Legal and Financial Advisory Opinions - Legal opinions confirm that the conditions for the second exercise period have been met, and the plan complies with relevant laws and regulations [15]. - Independent financial advisors have also verified that the company and the incentive plan meet the necessary conditions for execution [15].

Core Viewpoint - The report discusses the achievement of the exercise conditions for the stock option incentive plan of Guangzhou Fangbang Electronics Co., Ltd., highlighting the approval and compliance with relevant regulations [4][6][15]. Summary by Sections Definitions - The report defines key terms related to the stock option incentive plan, including "incentive objects," "exercise price," and "exercise conditions" [1][3]. Approval Process - The approval process for the 2022 stock option incentive plan involved multiple resolutions from the board and supervisory committee, confirming that the plan is beneficial for the company's sustainable development and does not harm shareholder interests [5][6][7]. Exercise Conditions - The report outlines the conditions that must be met for the exercise of stock options, including company performance metrics and individual performance assessments [11][12][13]. Specifics of the Stock Option Grant - The first grant of stock options occurred on July 11, 2022, with a total of 1.92 million options granted at an exercise price of 34 yuan per option. The second exercise period is set to begin 36 months after the grant date [7][14]. Performance Metrics - The company has set specific performance targets for 2023, including a revenue target of at least 600 million yuan, which is necessary for the full exercise of options [11][12]. Conclusion - The independent financial advisor concludes that the conditions for the second exercise period have been met, and all necessary approvals have been obtained, ensuring compliance with relevant laws and regulations [15].