募投项目所需资金并以募集资金等额置换的核查意见 中信证券股份有限公司（以下简称"中信证券"、"保荐人"）作为中国软件与 技术服务股份有限公司（以下简称"中国软件"、"公司"）2024年度向特定对象发 行股票的保荐人，根据《证券发行上市保荐业务管理办法》《上市公司募集资金 监管规则》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监 管指引第1号——规范运作》《上海证券交易所上市公司自律监管指引第11号— —持续督导》等有关规定，对中国软件使用部分闲置募集资金进行现金管理事项 进行了核查，核查情况及核查意见如下： 一、本次向特定对象发行股票募集资金基本情况 根据中国证券监督管理委员会《关于同意中国软件与技术服务股份有限公司 向特定对象发行股票注册的批复》（证监许可〔2025〕1229号），公司向特定对 象发行股票90,130,689股，募集资金总额为人民币1,999,999,988.91元，扣除发行 费 用 （ 不 含 增 值 税 ） 人 民 币 6,913,613.79 元 ， 实 际 募 集 资 金 净 额 为 人 民 币 象发行股票募集资金的到位情况进行了审验，并于2025年6月25日出具《验资 ...

Core Viewpoint - The company intends to use its own funds to pay personnel costs for fundraising projects and subsequently replace these costs with equivalent amounts from raised funds, ensuring efficient project execution and compliance with regulations [1][6][7]. Fundraising Basic Situation - The company raised a net amount of approximately 590.16 million yuan from a non-public stock issuance in 2017, verified by an accounting firm [2]. - A tripartite supervision agreement was signed with banks to manage the raised funds, which has been well executed as of the report date [2]. Fundraising Usage Status - As of June 30, 2025, the cumulative usage of the raised funds for the smart communication cloud project is approximately 282.36 million yuan [3]. Reasons for Using Own Funds - The company needs to pay personnel costs, including salaries and social insurance, which must be processed through its basic deposit account, not directly from the fundraising account [3][4]. Operational Process for Fund Replacement - The company plans to pay personnel costs using its own funds and then regularly replace these amounts with funds from the fundraising account, ensuring proper documentation and internal approval [5]. Impact on the Company - This approach is expected to enhance operational efficiency and ensure that personnel costs are managed appropriately without affecting the normal operation of fundraising projects [6]. Review Procedures - The board and supervisory committee have approved the use of own funds for personnel costs, confirming that this does not alter the intended use of raised funds or harm shareholder interests [6][7]. Sponsor's Review Opinion - The sponsor has confirmed that the company's actions comply with relevant regulations and will not hinder the normal implementation of fundraising projects [7][8].

Core Viewpoint - The company is utilizing its own funds to pay for part of the investment projects and will replace these with raised funds in an equivalent amount, following necessary regulatory procedures and ensuring compliance with relevant laws and regulations [1][7]. Fundraising Overview - The company raised a total of RMB 150,000 million by issuing 15 million convertible bonds at a face value of RMB 100 each, with a net amount of RMB 148,787.66 million after deducting issuance costs [1][2]. Investment Project Details - The raised funds are allocated for the development and industrialization of new high-end security series chips, vehicle control chips, and to supplement working capital, with two projects being implemented by the wholly-owned subsidiary, Unisoc [2][3]. Use of Own Funds and Replacement Process - The company faced challenges in directly using raised funds for certain expenditures, such as salaries and overseas purchases, leading to the decision to use its own funds initially and replace them with raised funds within six months [4][5]. - The replacement process involves confirming project expenditures, transferring equivalent amounts from the special fund account to the company's general accounts, and maintaining a detailed ledger of these transactions [6][7]. Impact on Daily Operations - The use of own funds for project expenditures and subsequent replacement will not affect the implementation of investment projects or harm the interests of the company and its investors, as it adheres to legal and regulatory requirements [5][7]. Review and Opinions - The board of directors and the supervisory board have approved the use of own funds for project payments, confirming that the necessary decision-making processes were followed and that there is no impact on the normal execution of investment projects [6][7]. - The sponsor institution has also verified that the procedures comply with relevant regulations and has no objections to the company's actions [7].