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 - Konka's latest earnings forecast for 2025 indicates a significant decline, raising concerns about potential "financial washing" practices due to substantial impairment provisions on inventory and other assets [2][4][8]. Group 1: Financial Performance - Konka expects 2025 revenue to be between 9 billion and 10.5 billion yuan, representing a year-on-year decline of 5.53% to 19.03% [4]. - The company anticipates a net loss attributable to shareholders of 12.581 billion to 15.573 billion yuan, an increase in losses of 281.75% to 372.54% compared to the previous year [4]. - Konka's net assets attributable to shareholders are projected to be negative, with liabilities ranging from 5.334 billion to 8.01 billion yuan, a decline of 325.09% to 437.64% year-on-year [4][6]. Group 2: Asset Management and Impairments - The significant changes in performance are attributed to impairment provisions on inventory, receivables, and investments in underperforming subsidiaries [5][9]. - In the third quarter, Konka reported asset impairment losses of 17.4 million yuan and credit impairment losses of 10.5 million yuan, totaling 27.9 million yuan [7]. - The company has been actively selling and transferring shares in subsidiaries to recover funds, indicating a strategic shift towards asset liquidation [3][11]. Group 3: Corporate Governance and Strategic Direction - Recent changes in ownership and management, including the transfer of shares to China Resources and the resignation of key executives, have raised questions about the timing of the financial disclosures [10][16]. - Analysts suggest that the new shareholders may be clearing old debts and underperforming assets as part of a strategy to streamline operations and prepare for future restructuring [11][16]. - The focus on core business operations aligns with directives from the State-owned Assets Supervision and Administration Commission (SASAC) to optimize state-owned enterprises [16].

Core Viewpoint - Konka's 2025 performance forecast indicates a significant decline, raising concerns about potential "financial cleansing" practices due to substantial impairment provisions on inventory and other assets [1][4][5]. Financial Performance - Konka expects 2025 revenue to be between 9 billion and 10.5 billion yuan, representing a year-on-year decline of 5.53% to 19.03% [3]. - The company anticipates a net loss attributable to shareholders of 12.581 billion to 15.573 billion yuan, an increase in losses of 281.75% to 372.54% compared to the previous year [3]. - Konka's net assets attributable to shareholders are projected to be negative, with liabilities ranging from 5.334 billion to 8.01 billion yuan, a decline of 325.09% to 437.64% year-on-year [3]. Asset Management - The significant loss is attributed to impairment provisions and recognition of expected liabilities, particularly on inventory, receivables, and ineffective assets [4]. - Konka's consumer electronics business is facing revenue declines due to insufficient product competitiveness, leading to continued losses [4]. Corporate Restructuring - The company is undergoing a "slimming" strategy following challenges in its diversification efforts, indicating a focus on asset liquidation and financial recovery [2]. - Recent changes in ownership and management, including the transfer of shares to China Resources and Huasheng Group, have coincided with the financial disclosures [6][7]. Investment and Financial Recovery - Konka has reported overdue loans totaling at least 824 million yuan, with significant amounts tied to its equity investments in various companies [10]. - The company has engaged in selling shares and transferring stakes in subsidiaries to recover funds and improve cash flow [10][11][13]. Strategic Focus - Analysts suggest that the new ownership under China Resources may lead to a major restructuring, focusing on core business areas and shedding non-core assets [12][14]. - The emphasis on focusing on core operations aligns with directives from the State-owned Assets Supervision and Administration Commission (SASAC) for state-owned enterprises [14].

Core Viewpoint - Konka's 2025 performance forecast indicates a significant decline, raising concerns about potential "financial washing" practices due to substantial impairment provisions on inventory and other assets [2][4][8]. Financial Performance - Konka expects 2025 revenue to be between 9 billion and 10.5 billion yuan, representing a year-on-year decline of 5.53% to 19.03% [4]. - The company anticipates a net loss attributable to shareholders of 12.581 billion to 15.573 billion yuan, an increase in losses of 281.75% to 372.54% compared to the previous year [4]. - Konka's net assets attributable to shareholders are projected to be negative, with liabilities ranging from 5.334 billion to 8.01 billion yuan, a decline of 325.09% to 437.64% year-on-year [4]. Asset Management - The significant impairment provisions are attributed to inventory, accounts receivable, and ineffective assets, which have led to increased expected liabilities [5][9]. - Konka's consumer electronics business is facing revenue declines due to insufficient product competitiveness, resulting in continued losses [5]. Corporate Restructuring - The company is undergoing a "slimming" strategy following challenges in its diversification efforts, which includes selling and transferring stakes in subsidiaries to recover funds [3][17]. - Recent changes in ownership and management, including the transfer of shares to China Resources and Huashao City Group, have coincided with the financial downturn [10][11]. Investment and Financial Recovery - Konka has reported overdue loans totaling at least 824 million yuan, with significant amounts owed from various subsidiaries [14]. - The company has engaged in stock sales and non-public agreements to recover cash flow, including selling shares in companies like Chutianlong and Wuhan Tianyuan [15][16]. Strategic Focus - Konka aims to concentrate resources on its core business and expedite the divestiture of non-core assets to enhance liquidity and operational efficiency [17]. - The restructuring efforts align with national policies encouraging state-owned enterprises to focus on their main responsibilities and optimize their asset structures [17].

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]

Group 1 - Yunnan Baiyao plans to invest 137 million yuan in the second phase of its oral liquid project to meet growing market demand for its products [1] - Hanma Technology's subsidiary intends to increase capital by 575 million yuan in Shanghai Suoda and transfer 100% of its shares for 485 million yuan [2] - JiaoKong Technology won a contract worth 16.8 million euros for a project in Turkey, expected to be operational by December 2028 [3] Group 2 - Hanhui Technology's shareholder plans to reduce their stake by up to 1.86% [4] - Haisheng Pharmaceutical reported a 32.72% increase in revenue and a 36.89% increase in net profit for 2025 [5] - Oukang Pharmaceutical's net profit for 2025 decreased by 48.21% despite a 7.73% increase in revenue [6] Group 3 - Huaihe Energy expects a net profit of 1.684 to 1.784 billion yuan for 2025, a year-on-year increase of 96.31% to 107.97% [7] - Watson Bio received approval for clinical trials of its varicella vaccine [8] - ShunNa Co. plans to reduce its stake by up to 1% [9] Group 4 - Chutianlong intends to raise up to 760 million yuan through a private placement [10] - Yifang Technology's shareholders plan to reduce their holdings by up to 34,830 shares [12] - Yunjigroup's subsidiary signed an EPC contract worth 1.331 billion yuan [13] Group 5 - Jianghuai Automobile reported a 2.14% decrease in January sales [15] - Lifan Pharmaceutical participated in a national procurement program and aims to be selected for three products [16] - Magu Technology's shareholder plans to reduce their stake by up to 3% [17] Group 6 - Jianghuai Automobile's private placement raised approximately 3.5 billion yuan, with investor Ge Weidong subscribing for 1 billion yuan [18] - Huichuan Technology expects a net profit increase of 16% to 26% for 2025 [19] - Hezhong China reported a 10.24% decrease in January consolidated revenue [20] Group 7 - Zhongjian Technology plans to invest 30 million yuan in a new fund focused on new energy [22] - Kanda New Materials intends to invest 646 million yuan in a new production project [23] - Yuegui Co.'s subsidiary obtained a mining license [25] Group 8 - TBG Technology plans to invest 1.53 billion yuan in a new project [27] - Xiexin Integration stated it currently lacks production capacity in the "space photovoltaic" sector [28] - Shibao Testing's controlling shareholder plans to transfer 8.5% of the company's shares [29] Group 9 - TeBao Bio reported a 31.18% increase in revenue and a 25.39% increase in net profit for 2025 [30] - Guoke Tiancai reported a 14.73% increase in revenue and a 17.94% increase in net profit for 2025 [31] - Miaokelando signed a memorandum with SADAFCO to explore the children's cheese snack market in Saudi Arabia [32] Group 10 - Tangrenshen reported a 25.6% decrease in January sales revenue [33] - Northeast Securities received approval to establish a subsidiary in Hong Kong [34] - Yiyi Co. terminated its asset acquisition plan due to changes in the target company's performance [35] Group 11 - Wushang Group's major shareholder plans to reduce their stake by up to 3% [36] - Weigang Technology's shareholder plans to reduce their stake by up to 2.98% [37] - Yutong Technology plans to acquire 51% of Huayan Technology for 449 million yuan [38] Group 12 - Huasan Pharmaceutical's shareholder plans to reduce their stake by up to 3% [39] - Runbei Hangke's major shareholder plans to reduce their stake by up to 3% [41] - Huada Technology plans to acquire 100% of Huayi Microelectronics for 2.996 billion yuan [42] Group 13 - ST Lifang's stock will resume trading after completing self-inspection work [43]

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].