法律意见书 北京市高朋律师事务所 关于楚天龙股份有限公司 2026年第一次临时股东会的 法律意见书 致：楚天龙股份有限公司 北京市高朋律师事务所（以下简称"本所"）接受楚天龙股份有限公司（以下 简称"公司"）的委托，指派见证律师出席公司2026年第一次临时股东会（以下简 称"本次股东会"）进行法律见证，并依据《中华人民共和国公司法》（以下简称 《公司法》）、《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、 法规和规范性文件，以及公司现行章程的规定就公司本次股东会的召集、召开程序、 出席会议人员的资格及会议召集人资格、审议事项以及表决程序、表决结果等相关 事宜依法进行见证。 本所律师已审查了公司提供的召开本次股东会的有关文件。公司已向本所及本 所律师承诺，其所提供的文件和所作的陈述、说明是完整、真实和有效的，无任何 隐瞒、遗漏，并据此出具法律意见。 本所律师依据《律师事务所从事证券法律业务管理办法》和《律师事务所证券 法律业务执业规则（试行）》等规定及本法律意见书出具日以前已经发生或者存在 的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核 查验证，保证本法律意见书所认定的事实 ...

证券代码：003040 证券简称：楚天龙 公告编号：2026-011 楚天龙股份有限公司 2026年第一次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东会无否决提案的情形； 2、本次股东会不涉及变更以往股东会已通过的决议。 二、提案审议表决情况 本次股东会采用现场投票和网络投票相结合的方式，审议通过了以下议案： 该议案为特别决议事项，已经出席会议的股东（包括股东代理人）所持有效 表决权股份总数的三分之二以上通过。 该议案中小投资者表决情况为： | 议案1.00 | 同意 | 反对 | 弃权 | | --- | --- | --- | --- | | 票数（股） | 2,488,881 | 702,300 | 55,600 | | 占出席本次会议中小投资者 | 76.6569% | 21.6307% | 1.7125% | | 所持股份的比例 | | | | 2. 会议审议通过了《关于公司 2026 年度向特定对象发行 A 股股票方案的 议案》 一、会议召开和出席情况 楚天龙股份有限公司（以下简称"公司"）于2026 ...

Group 1 - Chutianlong Co., Ltd. won a procurement project from the Hubei Provincial Branch with a bid amount of 1.28 million yuan [1][2] - In 2024, the company's operating revenue was 1.049 billion yuan, with a revenue growth rate of -21.52% [2] - The net profit attributable to the parent company for 2024 was 22 million yuan, showing a decline of 69.38% [2] Group 2 - In the first half of 2025, the company's operating revenue was 457 million yuan, with a revenue growth rate of -4.83% [2] - The net profit attributable to the parent company for the first half of 2025 was -40 million yuan, reflecting a significant decline of 213.07% [2] - The company operates in the information technology industry, with main product types including industry-specific software and smart commercial equipment [2]

Core Viewpoint - Chutianlong plans to raise up to 760 million yuan through a private placement to enhance its competitiveness in digital security and smart services, despite facing declining performance with a projected net profit drop of over 60% in 2025 [1][2]. Group 1: Recent Events - On February 10, 2026, Chutianlong announced a plan to issue shares to specific investors, aiming to raise no more than 760 million yuan for the development of innovative security products, smart hardware construction, digital operation headquarters upgrades, and to supplement working capital [2]. - The company has experienced a decline in revenue from 1.719 billion yuan in 2022 to 1.049 billion yuan in 2024, with net profit dropping from 166 million yuan to 22 million yuan during the same period [2]. - The 2025 profit forecast indicates a net profit of only 8 million yuan, representing a year-on-year decline of 62.89% [2]. Group 2: Stock Performance - Over the past week (February 5 to 12, 2026), Chutianlong's stock exhibited volatility, with a single-day increase of 1.45% on February 6, followed by a decline, closing at 17.99 yuan on February 12, unchanged from the closing price on February 5 [3]. - The stock experienced a trading range of 4.63% during this period, with a low turnover rate, underperforming compared to the communication equipment sector [3]. - On February 12, there was a net outflow of 3.8037 million yuan from major investors, indicating cautious market sentiment [3]. Group 3: Institutional Perspectives - Institutional interest in Chutianlong is moderate, with the latest market views reflecting a neutral rating [4]. - Profit forecasts from three institutions estimate a net profit of 8 million yuan for 2025, down 62.89% year-on-year, with a potential recovery to 143 million yuan in 2026, contingent on the successful implementation of the private placement projects [4].

Core Viewpoint - The rapid development of China's digital economy highlights the critical role of a secure foundation in its high-quality growth, with companies like Chutianlong, Guodian Measurement, and Yuanwanggu actively increasing their investments in digital economy security infrastructure [1][2][3] Group 1: Company Initiatives - Chutianlong plans to raise up to 760 million yuan through a private placement to fund the development and industrialization of innovative application security products, smart hardware construction, and digital operation upgrades [1][2] - Guodian Measurement aims to raise 1.3 billion yuan for projects including testing platforms for aviation equipment and artificial intelligence chips, emphasizing a strategy focused on digital transformation and data empowerment [2] - Yuanwanggu intends to raise up to 691 million yuan for the construction of RFID electronic tag production lines and related projects, enhancing its capabilities in data security and intelligent RFID solutions [3] Group 2: Industry Trends - The digital economy security foundation is characterized by rapid technological iteration, significant R&D investment, and diverse customer needs, deeply embedded in various sectors such as finance, communication, and healthcare [1] - The push for digital security infrastructure is accelerating due to dual drivers of policy and market demand, with companies leveraging capital to achieve technological breakthroughs and capacity upgrades [3] - The increasing complexity of application scenarios in various industries necessitates higher levels of security, prompting companies to enhance their service capabilities and drive industry upgrades [3]

Core Viewpoint - Chutianlong (003040.SZ) plans to raise up to 760 million yuan through a private placement of A-shares, with the funds allocated for various projects including R&D of innovative application security products and digital operation headquarters [1][4]. Fundraising Details - The total amount to be raised is capped at 760 million yuan, with net proceeds after issuance costs allocated to four main projects: 1. R&D and industrialization of innovative application security products (25.6 million yuan) 2. Smart hardware construction for industry applications (11.1 million yuan) 3. Digital operation headquarters and R&D upgrade (25.3 million yuan) 4. Supplementing working capital (14 million yuan) [1][3]. Issuance Pricing and Shares - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date. The final price will be determined post-approval from the China Securities Regulatory Commission (CSRC) [2][4]. - The number of shares issued will not exceed 30% of the total shares before the issuance, estimated at approximately 138.34 million shares [4][5]. Shareholder Control - As of the announcement date, the total share capital is 461.14 million shares, with the controlling shareholders holding 47.27% of the voting rights. Post-issuance, if the controlling shareholders do not participate in the subscription, their voting rights will decrease to 36.36% [5]. Financial Performance - Chutianlong has experienced a decline in net profit for three consecutive years, with an expected net profit of 8 million yuan for 2025, down 62.89% year-on-year. The net profit after excluding non-recurring gains is projected at 1.2 million yuan, a decrease of 93.38% [5][7]. - Revenue figures for 2022 to 2024 are reported as 1.719 billion yuan, 1.336 billion yuan, and 1.049 billion yuan, respectively [8]. Historical Context - Chutianlong was listed on the Shenzhen Stock Exchange on March 22, 2021, with an initial public offering (IPO) raising 362.18 million yuan. The funds were allocated for various projects including the expansion of the smart card production base and R&D center upgrades [8][9].

Core Viewpoint - The refinancing market is undergoing targeted adjustments with the introduction of new policies aimed at supporting high-quality and innovative companies, simplifying processes, and preventing risks [1] Group 1: Refinancing Policy Adjustments - The new refinancing policy reduces the interval for companies that are unprofitable and meet specific criteria from 18 months to 6 months, allowing them to initiate new rounds of refinancing more quickly [2] - Companies in the high-tech sector express that the new policy will facilitate continuous funding for product development and commercialization, thus supporting their growth [2] Group 2: Support for Underperforming Companies - The new policy allows companies that have experienced stock price declines to engage in refinancing through methods such as private placements and convertible bonds, provided the funds are directed towards their main business [4] - As of February 10, there are 553 companies listed on the exchanges that are currently underperforming, indicating a significant potential for these companies to leverage the new refinancing options [4] Group 3: Expansion of Fund Utilization - The new policy encourages high-quality companies to allocate funds towards new industries, business models, and technologies that align with their main operations, thus promoting a second growth curve [6] - This shift from strict limitations on fund allocation to a more flexible approach is expected to enhance capital flow into high-tech industries and improve resource allocation efficiency [6]

Core Insights - The news highlights significant corporate announcements and performance reports from various companies, indicating potential investment opportunities and market movements. Group 1: Corporate Announcements - Ge Weidong invested 1 billion yuan to subscribe for shares in Jianghuai Automobile's private placement, acquiring approximately 20.05 million shares at a price of 49.88 yuan per share, contributing to a total fundraising of about 3.5 billion yuan from eight investors [3][4] - *ST Cube completed its suspension review and will resume trading on February 11, 2026, after confirming no undisclosed significant matters related to the company [2] - Yunnan Baiyao plans to invest 137 million yuan in a second phase project for oral liquid production to meet growing market demand [11] Group 2: Performance Reports - Semiconductor manufacturer SMIC reported a 23.2% year-on-year increase in net profit for Q4 2025, reaching 1.223 billion yuan, driven by increased wafer sales and improved capacity utilization [5] - Special Biological Company reported a net profit of 1.038 billion yuan for 2025, reflecting a 25.39% increase year-on-year, attributed to stable sales of key products and new product approvals [6] - New Zobang achieved a net profit of 1.098 billion yuan in 2025, marking a 16.56% increase compared to the previous year [6] Group 3: Fundraising and Restructuring - New Han New Materials plans to raise up to 1 billion yuan through a private placement to fund projects related to high-performance resins and composite materials [8] - Chutian Long intends to raise up to 760 million yuan for the development of innovative safety products and digital operations [8] - Yi Yi Co. decided to terminate its plan to acquire 100% equity of a pet food company due to changes in the target company's operational conditions [8] Group 4: Major Contracts and Investments - Yunjiji Group signed an EPC contract worth 1.331 billion yuan for a cement production line and power station in Zimbabwe, representing 86.66% of the company's audited revenue for 2024 [9] - Solar Energy's subsidiary plans to acquire 100% of Jinhua Windling for 527 million yuan, enhancing its position in the solar power industry [9] - Yutong Technology intends to acquire 51% of Huayan Technology for 448.8 million yuan, which will become a subsidiary post-transaction [9]

Core Viewpoint - The company plans to raise up to 760 million yuan through a private placement of shares to fund various projects, including the development of innovative application security products, smart hardware construction for industry applications, and digital operation headquarters upgrades [1][3]. Fund Allocation - 256 million yuan will be allocated to the "Innovative Application Security Product R&D and Industrialization Project," accounting for over one-third of the total fundraising. This project aims to develop and manufacture innovative embedded security products like eSIMs and establish experimental lines for overseas digital ID cards and digital RMB hardware wallets [2]. - The digital operation headquarters and R&D upgrade project will receive 253 million yuan. This involves purchasing office space in Beijing and equipping it with advanced software and hardware for digital operations, as well as recruiting high-quality R&D talent to enhance the company's capabilities in digital security and intelligent services [2]. - 111 million yuan is designated for the smart hardware construction project, which aims to transition from outsourcing to in-house production of smart hardware products that integrate large model technology, thereby improving the stability and capabilities of existing hardware products and meeting customer needs [2]. Company Overview - The company, Chutianlong, is a major player in the domestic smart card sector, focusing on the R&D, production, and sales of financial and non-financial IC cards, as well as digital RMB hardware wallets and smart terminals. It was listed in March 2021 [3]. - The company states that the private placement will meet its operational funding needs, facilitate strategic business layout, enhance core competitiveness, and accelerate scalable development, aligning with long-term goals and shareholder interests [3]. Performance Insights - After reaching a peak net profit of 166 million yuan in 2022, the company's net profit is projected to decline for two consecutive years in 2023 and 2024, with decreases of 57.58% and 69.38%, respectively, indicating a trend of increasing decline [3]. - The latest earnings forecast anticipates a net profit of 8 million yuan for 2025, representing a year-on-year decrease of 62.89%, with a non-recurring net profit of 1.2 million yuan, down 93.38% year-on-year [3].

Group 1: Company Announcements - Changfei Fiber currently does not engage in CPO-related business [1] - GCL-Poly Energy lacks production capacity for "space photovoltaic" products [1] - Zhongke High-tech plans to invest 145 million yuan in a new PCB drill pin project with an annual capacity of 30 million units [1] - Samsung Medical's wholly-owned subsidiary is expected to win a bid for a 321 million yuan project from Southern Power Grid [1] - Solar Energy's subsidiary intends to acquire 100% equity of Jinhua Windling [1] - SMIC expects a net profit of 1.223 billion yuan for Q4 2025, a year-on-year increase of 23.2% [2] - Kying Network has conducted its first buyback of 2.061 million shares [1] - Runbei Aerospace's controlling shareholder plans to reduce its stake by up to 3% [1] - Zhen'an Technology plans to raise no more than 740 million yuan through a private placement [1] - Jiangsu New Energy intends to issue convertible bonds to raise no more than 1.24 billion yuan [1] Group 2: Investment Projects - Kangda New Materials' subsidiary plans to invest in a project with an annual output of 30,000 tons of polyarylether [1] - China Shipbuilding Industry Corporation plans to build a comprehensive materials park [1] - Dong'a Ejiao intends to invest 1.485 billion yuan in a health consumer goods industrial park [1] - Hongda Co., Ltd. plans to invest approximately 71.43 million yuan in a 110kV power transmission and transformation project [1] Group 3: Share Buybacks and Reductions - Kying Network has executed its first buyback of 2.061 million shares [3] - Huasen Pharmaceutical's Liu Xiaoying plans to reduce her stake by up to 3% [3] - Wushang Group's Dazi Yintai plans to reduce its stake by up to 3% [3] - Runbei Aerospace's controlling shareholder plans to reduce its stake by up to 3% [3]