国泰海通证券股份有限公司 关于青岛雷神科技股份有限公司 募投项目延期的专项核查意见 国泰海通证券股份有限公司(以下简称"国泰海通"或"保荐人")作为青 岛雷神科技股份有限公司（以下简称"雷神科技"、"发行人"或"公司"）向 不特定合格投资者公开发行股票并在北京证券交易所上市的保荐人,根据《证券 发行上市保荐业务管理办法》、《北京证券交易所股票上市规则》等相关规定, 对公司募投项目延期事项进行了专项核查,具体情况如下: 二、募集资金使用情况 截至 2025 年 11 月 30 日,公司上述发行股份的募集资金使用情况具体如下: 一、募集资金基本情况 2022 年 12 月 13 日,雷神科技发行普通股 12,500,000 股,发行方式为向不 特定合格投资者公开发行,发行价格为 25元/股,募集资金总额为 312,500,000.00 元，募集资金净额为 275,500,000.00 元，到账时间为 2022 年 12 月 16 日。 | 序号 | 募集资金用途 | 实施主体 | 募集资金计划投 资总额(调整 | 累计投入募集资 | 投入进度 (%) | | --- | --- | --- | --- | --- ...

Group 1 - The report emphasizes the importance of domestic demand as the primary driver for economic growth in 2026, with a focus on implementing consumption-boosting initiatives and enhancing the domestic market [11][12][13] - The contribution rate of domestic demand to economic growth from 2021 to 2024 is projected to be 86.4%, with final consumption accounting for an average contribution rate of 56.2% [12][13] - The report highlights the shift in the retail industry towards quality and service-driven growth, as discussed in the National Retail Innovation Development Conference [15][16] Group 2 - The North Exchange's consumer services sector saw a weekly increase of 0.44%, with food and beverage sector rising by 3.32% [25][31] - As of December 13, 2025, there are 25 companies related to the consumer services sector in the North Exchange's queue, with an average revenue of 1.242 billion yuan and an average net profit of 140.35 million yuan for 2024 [47][48] - Notable companies in the consumer services sector include Yizhi Moyu, which has a market value of 3.555 billion yuan and a net profit of 62.34 million yuan for 2025 Q1-Q3 [24][35] Group 3 - The Consumer Price Index (CPI) for November 2025 increased by 0.7% year-on-year, primarily driven by rising food prices [36][38] - The average wholesale price of pork is reported at 17.65 yuan per kilogram, while the average price of eggs is at 7.43 yuan per kilogram, reflecting market conditions [40][41] - The report indicates that the average price of fresh milk in major producing provinces is 3.02 yuan per kilogram, remaining stable compared to the previous week [46] Group 4 - The report outlines the significant sales performance during the "Double 11" shopping festival, with home appliances, digital devices, and clothing being the top three categories by sales volume [19][21] - The "Double 12" shopping event is set to further stimulate consumer spending, with various platforms launching promotional activities [18][22] - The report identifies 20 related stocks in the North Exchange for the "Double 12" event, covering categories such as home appliances, personal care, and food and beverages [23][24]

Investment Rating - The report assigns an "Accumulate" rating for the company, indicating a positive outlook based on its dual-driven strategy of "eSports + Trustworthy Innovation" and the introduction of AI PC and AI smart glasses products [5][9]. Core Insights - The company is positioned to benefit from the gradual recovery of the PC market, entering a commercial market renewal cycle, with a projected increase in global desktop and laptop shipments [8][18]. - The company has established itself as a significant player in the eSports hardware sector, focusing on high-performance gaming PCs and peripherals, while also expanding into the Trustworthy Innovation sector with products widely adopted across various industries [33][50]. - The integration of AI technology into its product offerings is a key focus, with the launch of AI-enabled PCs and smart glasses aimed at enhancing user experience and operational efficiency [50][63]. Summary by Relevant Sections Market Performance - The company's stock closed at 24.73 yuan, with a market capitalization of 2,473 million yuan and a circulating market value of 2,440.23 million yuan. The annual high and low prices were 48.62 yuan and 19.88 yuan, respectively [3]. Financial Forecast and Valuation - Revenue projections for the company are as follows: 2,555 million yuan in 2023, 2,955 million yuan in 2024, and 3,275 million yuan in 2025, with a compound annual growth rate of 10.82% from 2024 to 2025. The net profit attributable to shareholders is expected to be 34 million yuan in 2023, 21 million yuan in 2024, and 27 million yuan in 2025 [6][9]. - The price-to-earnings (P/E) ratios are projected to be 71.71 in 2023, 115.03 in 2024, and 91.48 in 2025, indicating a high valuation relative to earnings [6][9]. Business Strategy - The company aims to establish 100 top-tier agents and 100 industry-leading users as part of its dual-track strategy to enhance market penetration [7]. - The focus on AI technology and high-performance hardware is expected to create a second growth curve, with significant investments in product development and brand enhancement [11][50]. Product Development - The company has launched several new products, including the RTX50 series gaming laptops and AI smart glasses, which are designed to meet the evolving needs of users in various sectors [50][63]. - The AI smart glasses, Aura AI, support advanced features such as real-time translation and image recognition, marking a significant step in the integration of AI into consumer electronics [63]. Customer Base - The top five customers accounted for 68.36% of total revenue in 2024, with significant contributions from Haier Group and other major distributors [42][44]. R&D and Innovation - The company has a robust pipeline of R&D projects, with 166 patents filed, focusing on enhancing product competitiveness and user experience [51][52]. Market Trends - The global PC market is expected to stabilize, with a projected shipment of 67.4 million units in Q2 2025, reflecting a year-on-year growth of 7.4% [18][19]. Competitive Landscape - Major competitors include Lenovo, Dell, HP, and ASUS, with Lenovo holding a significant market share in the global PC market [19][25]. This comprehensive analysis highlights the company's strategic positioning, financial outlook, and product innovation, indicating a favorable investment opportunity in the evolving tech landscape.

Investment Rating - The report indicates a neutral investment rating for the consumer service sector on the Beijing Stock Exchange, with a median stock price change of -1.83% for the week ending December 5, 2025 [2][36]. Core Insights - The integration of artificial intelligence (AI) into the consumer sector is expected to create new growth opportunities. The government has issued policies to promote AI applications across various consumer goods, aiming to enhance service consumption and foster new product consumption models [3][6][10]. - The consumer market is transitioning from scale expansion to quality and efficiency, driven by AI innovations that enhance user experience and operational efficiency [7][10]. - The report highlights significant growth in AI-related consumer products, such as smart wearables, AI toys, and AI applications in retail and e-commerce, indicating a robust market potential [17][22][30][34]. Summary by Sections 1. AI and Consumer Integration - AI is expected to drive innovation in consumer scenarios and business models, creating a virtuous cycle of consumption-driven economic growth [3][7]. - The government has outlined key actions to integrate AI into consumer services, including the development of smart home devices and AI-driven entertainment products [6][10]. 2. Market Performance - As of December 5, 2025, 27% of consumer service companies on the Beijing Stock Exchange saw stock price increases, with a median market capitalization change of -1.83% [36][38]. - The median price-to-earnings (P/E) ratio for consumer service companies decreased from 46.4X to 45.2X, while total market capitalization rose from 1093.85 billion to 1096.29 billion [39][40]. 3. Industry Valuation - The median TTM P/E ratio for the broader consumer sector increased by 0.75% to 50.0X, indicating a slight upward trend in valuations [45][48]. - The P/E ratio for the food and agriculture sector decreased from 51.4X to 50.5X, while the professional services sector saw a minor decline from 26.3X to 26.2X [46][49]. 4. Company Announcements - Tianfangbiao has established a wholly-owned subsidiary in the digital economy industrial park in Quanzhou, Fujian, to enhance its operational capabilities and market competitiveness [54].

Group 1 - The "Implementation Plan" proposes to form three trillion-level consumption fields and ten hundred-billion-level consumption hotspots by 2027, focusing on consumption upgrades to lead industrial upgrades and better meet diverse demands [5][6][10] - The total number of consumer goods in China has reached 230 million, with over 100 categories such as home appliances, furniture, and clothing being the largest in global production [9][10] - The plan identifies key consumption areas including elderly products, smart connected vehicles, and consumer electronics, which are expected to show strong growth momentum and development potential [10][18] Group 2 - The median price-to-earnings (P/E) ratio for the North Exchange's consumer service stocks is -0.48%, with notable increases in stock prices for companies like Zhu Laoliu (+8.30%) and Thunder Technology (+7.46%) [35][41] - The total market capitalization of consumer service companies on the North Exchange decreased from 1097.59 billion to 1093.85 billion, with a median market cap drop from 19.44 billion to 18.97 billion [37][43] - The median TTM P/E ratio for the broader consumer industry decreased from 51.7X to 49.7X, indicating a slight decline in valuation [45][46] Group 3 - Jinbo Bio received a Class D medical device registration certificate in the Philippines, marking a significant achievement for China's high-end implantable medical devices in the international market [54][57] - The report highlights several companies related to the key consumption areas mentioned in the "Implementation Plan," including health products (Yicheng Konjac), cultural IP (Baixinglong), pet food (Lusi Co.), smart home (Shisheng Intelligent), and consumer electronics (Thunder Technology) [33][34]

Investment Rating - The report maintains an "Outperform" rating for the company [2] Core Insights - The company reported lower-than-expected performance for Q3 2025, with revenue of 2.286 billion yuan, a year-on-year increase of 13.90%, and a net profit attributable to shareholders of 20 million yuan, a year-on-year increase of 10.36% [5][8] - The company has focused on the domestic market, with sufficient orders on hand, but faces pressure on gross margins due to high promotional expenses [8] - The PC market is recovering, and the company is expanding its product matrix, including AI glasses and gaming peripherals, which are expected to contribute to new growth [8] Financial Data and Profit Forecast - Revenue projections for 2025-2027 are adjusted to 32.52 billion yuan, 35.53 billion yuan, and 39.03 billion yuan respectively, with net profits of 230 million yuan, 260 million yuan, and 290 million yuan [8][10] - The gross margin for Q3 2025 was reported at 8.54%, down 1.08 percentage points year-on-year, reflecting the impact of price competition in the domestic gaming PC market [8] - The company’s sales expenses for Q3 2025 were 29.09 million yuan, with a sales expense ratio of 3.24%, indicating sustained high promotional spending [8]

Core Insights - Thunderobot Technology, known as the "first stock of e-sports equipment" on the Beijing Stock Exchange, reported strong Q3 results with a revenue of 2.286 billion yuan, a year-on-year increase of 13.9%, and a net profit of 20.0448 million yuan, up 10.36% [1][3] Financial Performance - For the first three quarters, the company achieved a revenue of 2.286 billion yuan, reflecting a 13.9% year-on-year growth [1] - In Q3 alone, the revenue reached 898 million yuan, marking a 15.01% increase and the highest revenue since its listing [1] - The net asset return rate and the net asset return rate after deducting non-recurring gains increased by 0.15 and 0.14 percentage points, respectively [3] - The gross profit margin was 8.43%, showing a slight decline of 0.72 percentage points year-on-year [3] - The net cash flow from operating activities was -120 million yuan [3] Market Context - The company's performance is notable against the backdrop of a recovering global PC market, with a reported 9.4% year-on-year increase in global PC shipments in Q3 2025 [3] - Thunderobot's new products, such as the Thunderobot Blade S Ultra and Mechanic Dawn 16S Ultra, have effectively positioned the company to benefit from market demand [3] Business Expansion - The company's "dual-hundred plan" aims to establish 100 gold agents and 100 leading industry users, leading to breakthroughs in the信创 (Xinchuang) business sector [3] - Thunderobot's信创 products have secured procurement projects with major clients, including the Industrial and Commercial Bank of China, People's Bank of China, and China Mobile, covering over 300 user scenarios [3] - The product line has expanded to include laptops, desktops, mini PCs, all-in-one machines, thin clients, servers, and storage devices, aligning with national policies promoting domestic alternatives [3] Company Background - Founded in April 2014, Thunderobot went public on December 23, 2022, becoming the first e-sports equipment stock on the Beijing Stock Exchange [4] - The company has received numerous accolades, including being recognized as a national high-tech enterprise and winning various industry awards [4] - Thunderobot has consistently ranked among the "Top 500 Most Valuable Brands in China," with a brand value of 21.839 billion yuan in 2025 [4]

证券代码：920190 证券简称：雷神科技 公告编号：2025-093 青岛雷神科技股份有限公司 1 提交股东会审议。 公司第三届董事会独立董事专门会议第八次会议审议通过《关于 公司关联交易的议案》，同意 4 票、反对 0 票、弃权 0 票。独立董事 认为议案涉及的新办公场所装修及研发测试中心建设是基于公司业 务发展需要，定价遵循市场化交易原则，交易价格公允，不存在损害 公司和中小股东利益的情况。 （三）本次关联交易不存在需经有关部门批准的情况。 关联交易公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、关联交易概述 （一）关联交易概述 为满足日益增长的办公与研发需求，青岛雷神科技股份有限公司 （以下简称"雷神科技"或"公司"）已购置云谷二期 5 号楼 13 至 15 层办公楼作为新办公场所及研发测试中心场地。目前，该场地已 进入装修及测试中心建设阶段。公司通过招标方式分别遴选了办公楼 装修及测试中心建设的合作单位，其中青岛沃棣家居有限公司中标雷 神科技新办公楼部分精装修工程；卡奥斯工业智能研究 ...

证券代码：920190 证券简称：雷神科技 公告编号：2025-091 青岛雷神科技股份有限公司 第三届董事会第十三次会议决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开时间：2025 年 10 月 28 日 2.会议召开地点：公司会议室 3.会议召开方式：现场和通讯结合 4.发出董事会会议通知的时间和方式：2025 年 10 月 20 日以通 讯方式发出 5.会议主持人：路凯林先生 6.会议列席人员：公司高级管理人员 2.议案表决结果：同意 9 票；反对 0 票；弃权 0 票。 本议案已经第三届董事会审计委员会第十会议审议通过。 7.召开情况合法合规的说明： 本次会议的召集和召开符合《公司法》和《公司章程》的有关规 定，会议合法有效。 （二）会议出席情况 会议应出席董事 9 人，出席和授权出席董事 9 人。 1 二、议案审议情况 （一）审议通过《关于公司 2025 年第三季度报告》 1.议案内容： 具体 内 容详 见 同日 披 露于 北 ...

公司第三届董事会独立董事专门会议第八次会议审议通过《关于公司关联交 易的议案》。独立董事认为议案涉及的新办公场所装修及研发测试中心建设是基 于公司业务发展需要，定价遵循市场化交易原则，交易价格公允，不存在损害公 司和中小股东利益的情况。 国泰海通证券股份有限公司 关于青岛雷神科技股份有限公司 关联交易的专项核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐人"）作为青 岛雷神科技股份有限公司（以下简称"雷神科技"、"发行人"或"公司"）向 不特定合格投资者公开发行股票并在北京证券交易所上市的保荐人，根据《证券 发行上市保荐业务管理办法》、《北京证券交易所股票上市规则》等相关规定， 对公司关联交易事项进行了专项核查，具体情况如下： 一、关联交易概述 （一）关联交易概述 为满足日益增长的办公与研发需求，雷神科技已购置云谷二期 5 号楼 13 至 15 层作为新办公场所及研发测试中心场地。目前，该场地已进入装修及测试中 心建设阶段。公司通过招标方式分别遴选了办公楼装修及测试中心建设的合作单 位，其中青岛沃棣家居有限公司中标雷神科技新办公楼部分精装修工程；卡奥斯 工业智能研究院（青岛）有限公司中标雷神科 ...