关于深圳科瑞技术股份有限公司 2025 年股票期权与 北京德恒（深圳）律师事务所 关于深圳科瑞技术股份有限公司 法律意见 深圳市福田区金田路 4018 号安联大厦 B 座 11 楼 电话:0755-88286488 传真:0755-88286499 邮编:100033 北京德恒（深圳）律师事务所 限制性股票激励计划（草案）的法律意见 北京德恒（深圳）律师事务所 关于深圳科瑞技术股份有限公司 法律意见 德恒 06F20250185-00001 号 致：深圳科瑞技术股份有限公司 北京德恒（深圳）律师事务所（以下简称"本所"或"德恒"）接受深圳科瑞技术 股份有限公司（以下简称"公司"或"科瑞技术"）的委托，作为公司 2025 年股票期 权与限制性股票激励计划项目（以下简称"本次激励计划"）的特聘专项法律顾问。 现本所律师根据《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》"）、深圳证券交易所发布的《深圳 证券交易所上市公司自律监管指南第 1 号——业务办理》（以下简称"《自律监 管指南》"）及中国证券监督管理委员会（以下简称"中国证监会"）发布的《上市 公司股权激 ...

Core Viewpoint - The report outlines the independent financial advisory opinion on the stock option and restricted stock incentive plan proposed by Shenzhen Keri Technology Co., Ltd. for 2025, emphasizing its feasibility and alignment with regulatory requirements [2][17][26]. Summary by Sections 1. Main Content of the Incentive Plan - The incentive plan includes a total of 117.82 million stock options, accounting for approximately 0.28% of the company's total share capital at the time of announcement, with no reserved rights [3][4]. - The plan also includes a total of 58.91 million restricted stocks, which represent about 0.14% of the total share capital [4]. 2. Scope and Distribution of Incentive Objects - The incentive objects are core employees of the company, excluding directors, supervisors, senior management, and shareholders holding more than 5% of the company's shares [4][5]. - The distribution of stock options and restricted stocks is entirely allocated to 104 core employees [4][5]. 3. Pricing and Determination Methods - The exercise price for stock options is set at 12.63 RMB per share, determined based on the higher of 75% of the average trading price on the day before the announcement or the average price over the previous 60 days [5][7]. - The grant price for restricted stocks is set at 8.42 RMB per share, similarly determined based on the higher of 50% of the average trading price on the day before the announcement or the average price over the previous 60 days [7]. 4. Timeframe and Conditions - The effective period for stock options is up to 36 months from the date of grant, with a waiting period of 12 to 24 months before options can be exercised [8][9]. - The restricted stocks also have a maximum effective period of 36 months, with a waiting period of 12 to 24 months before they can be released from restrictions [9][10]. 5. Performance Assessment - The performance assessment for the incentive plan includes company-level targets for revenue and net profit for the years 2025 and 2026, with specific thresholds set for each year [12][13][23]. - Individual performance assessments will also be conducted, categorizing performance into five levels (A to E) to determine the proportion of options and stocks that can be exercised or released [24][25]. 6. Impact on Company Operations and Shareholder Rights - The implementation of the incentive plan is expected to enhance employee cohesion and management motivation, positively impacting the company's operational efficiency and intrinsic value [25][26]. - The plan is structured to ensure that it does not harm the interests of the company or its shareholders, adhering to relevant laws and regulations [26].

Group 1 - The company expects a net profit attributable to shareholders of the parent company for the first half of 2025 to be between 0 million and -10 million yuan [2][3] - The company anticipates a net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, to be between -0.75 million and -1.075 million yuan [4] - The company reported a total profit of 2.7419 million yuan for the same period last year, with a net profit attributable to shareholders of the parent company at -11.8492 million yuan [6] Group 2 - The main reason for the expected loss is the optimization and reduction of offline shoe store numbers, leading to decreased revenue from the shoe business, which is expected to incur losses [9] - Despite the losses in the shoe business, the company expects an increase in overall revenue due to the acquisition of assets at the end of last year, which includes precision metal structures and industrial automation equipment [9] Group 3 - The company has entered into a related party transaction for leasing properties, with a total transaction amount of 9.3773 million yuan [21] - The lease agreements involve two subsidiaries of the company, with a total rental area of 4,884 square meters and a lease term of ten years [23][27] - The rental pricing is based on market principles and is deemed fair, ensuring no harm to the interests of the company and its shareholders [29]

Group 1 - The Lixun Robot Headquarters project, with a total investment of 5 billion yuan, has been signed to settle in the Changshu Economic and Technological Development Zone, expected to achieve an annual output value of 10 billion yuan upon reaching production [1] - The project will focus on the research, manufacturing, and sales of industrial automation equipment, various robots, and intelligent production lines, aiming to create a comprehensive headquarters industrial base [1] - Lixun Precision (002475) has invested over 10 billion yuan in Changshu since 2019, establishing a complete industrial chain ecosystem covering consumer electronics and core components of new energy vehicles, with an annual output value of 11.9 billion yuan last year, reflecting an average annual growth rate of nearly 40% [1] Group 2 - Changshu is actively cultivating the artificial intelligence industry and empowering local industries through AI technology, with a GDP exceeding 300 billion yuan and over 17,000 industrial enterprises [2] - The city has developed significant advantages in integrating AI with key industries, forming 28 "AI+" large models and 49 typical scenario cases in sectors such as textiles, inspection, healthcare, and low-altitude inspection [2] - Changshu is focusing on building three major innovation hubs: the China-Singapore Kunshan Lake Park, the Intelligent Computing Future City, and the Suzhou China Sound Valley, to accelerate AI empowerment across various industries [2] Group 3 - The Lixun Robot Headquarters project is located in the Intelligent Computing Future City, a key area for developing intelligent computing and AI core industries in Changshu [3] - This area features five vertical scenarios, including "AI+Embodied Robots," "AI+Intelligent Manufacturing," and "AI+Automobiles," along with dual scenario laboratories for closed testing and city-level sandboxes [3] - As of March this year, Changshu's AI industry has achieved nearly 20 billion yuan in revenue, gathering around 200 related enterprises and covering nearly 5 million square meters of specialized carriers [3]

Group 1 - The Lixun Robot headquarters project has been signed to settle in Changshu Economic Development Zone, with an expected annual output value of 10 billion yuan upon reaching full production, aiding Changshu's transition from a "manufacturing city" to a "smart manufacturing city" [1] - The project covers an area of 66 acres with a total investment of 5 billion yuan, focusing on the research, manufacturing, and sales of industrial automation equipment and various robots, aiming to establish a comprehensive headquarters industrial base [3] - Lixun Precision Industry Co., Ltd. has seen a compound annual growth rate of 37% in its robotics business over the past three years, holding over 800 patents, and ranks 133rd in the 2024 Fortune China 500 list [3] Group 2 - Changshu Lixun, established in 2019, focuses on precision components for consumer electronics, core components for new energy vehicles, and smart mobile terminals, contributing significantly to Changshu's position in the Yangtze River Delta's smart manufacturing sector with an output value of 11.9 billion yuan in 2024 [4] - Changshu is actively developing new sectors and nurturing new dynamics, with Lixun's increased investment injecting strong momentum into the city's industrial transformation [4] - The city is creating innovation hubs such as the "Intelligent Computing Future City," which has attracted major projects from leading companies like Huawei and iFLYTEK, aiming to accelerate the integration of artificial intelligence across various industries [5] Group 3 - Changshu has a solid industrial foundation with over 14,000 industrial enterprises and a total industrial output value exceeding 490 billion yuan, with a projected GDP of 307.91 billion yuan in 2024 [5] - The city is focusing on three major innovation hubs to promote industrial transformation and upgrade, including the "中新昆承湖园区," "智算未来城," and "苏州.中国声谷" [5] - Changshu's government is committed to providing streamlined services for enterprise development and project construction, aiming for rapid project initiation and completion [4]

Group 1: Business Overview - The company focuses on high-end equipment manufacturing, specializing in semiconductor and industrial automation equipment, providing customized solutions for downstream clients [1] - The core business is divided into two main sectors: semiconductor and electronic products, responding to national strategies for semiconductor localization [2] Group 2: Strategic Analysis - The electronic products sector is a traditional strength, with automation testing and assembly equipment widely used in consumer electronics, automotive electronics, and other advanced industries [3] - The company has embedded itself deeply in the supply chains of major semiconductor manufacturers, transitioning from single equipment supply to collaborative process development [3] Group 3: Financial Performance - In 2024, the company achieved revenue of CNY 554.61 million, a year-on-year increase of 29.77%, while net profit attributable to shareholders was CNY 59.49 million, a decrease of 18.02% [4] - R&D expenses from 2022 to 2024 were CNY 48.27 million, CNY 54.26 million, and CNY 53.63 million, representing 9.50%, 12.70%, and 9.67% of revenue respectively [5] Group 4: Key Q&A Insights - The decline in net profit is attributed to product structure changes and increased R&D investments, with a focus on semiconductor equipment [5] - The semiconductor business is seen as a second growth curve, with significant breakthroughs in product matrix and customer expansion [5] - The company plans to maintain a positive outlook for overall performance in 2024, with customer orders progressing as planned [7] Group 5: Future Outlook and Plans - The company aims to enhance its semiconductor equipment business through a dual strategy of horizontal technology extension and vertical industry deepening [6] - Plans for global positioning include establishing R&D centers in Shenzhen, production bases in Dongguan, and marketing strategies in Suzhou and Vietnam [6] - A dividend plan for 2024 proposes a cash distribution of CNY 4 per 10 shares, totaling CNY 34.88 million, which is 58.63% of net profit attributable to shareholders [8]