中信证券股份有限公司 关于无锡先导智能装备股份有限公司 使用部分闲置募集资金进行现金管理的核查意见 中信证券股份有限公司（以下简称中信证券或保荐人）作为无锡先导智能装 备股份有限公司（以下简称先导智能或公司）2020 年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》 《深圳证券交易所创业板股票上市规则（2025 年修订）》及《深圳证券交易所上 市公司自律监管指引第 2 号—创业板上市公司规范运作（2025 年修订）》等相 关法律、法规和规范性文件的规定，对先导智能使用部分闲置募集资金进行现金 管理的事项进行了核查，具体情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意无锡先导智能装备股份有限公司向 特定对象发行股票注册的批复》（证监许可〔2021〕1424 号）并经深圳证券交易 所同意，先导智能向特定对象发行股票 111,856,823 股，每股发行价格人民币 22.35 元，募集资金总额为人民币 2,499,999,994.05 元。 根据天职国际会计师事务所（特殊普通合伙）出具的《验资报告》（天职业 字202133267 号），公司于 2 ...

Group 1: Company Overview - Hanjia Design plans to apply for a merger loan of up to 322 million yuan to partially fund the acquisition of 51% equity in Suzhou Futai Information Technology Co., Ltd, with a total transaction price of 581 million yuan [1] - The acquisition aligns with Hanjia Design's long-term development strategy, aiming for transformation towards green, digital, and intelligent operations [1] - The company reported a revenue of 292 million yuan in Q1 2025, a year-on-year increase of 49.96%, and a net profit of 11.45 million yuan, up 448.69% year-on-year [1] Group 2: Industry Context - The global smart city management sector is experiencing a policy release phase, with China incorporating smart city construction into its national strategy, supported by various government documents [2] - China's smart city market has surpassed 45 trillion yuan, accounting for one-third of the global market share, with a compound annual growth rate of 15%-20% [2] Group 3: Futai Technology's Role - Futai Technology focuses on smart city governance, offering comprehensive digital solutions and has served over 200 cities and 600 government departments [3] - The company has established a significant presence in the digitalization of sanitation services, managing about 50% of systematic projects in the government sector [3] - Futai Technology has launched various AI and robotics products since 2019, with plans for further development and mass production of new robotic solutions [3] Group 4: Synergy Between Companies - Hanjia Design has over 30 years of experience in urban public utilities and has developed a strong service layout in urban planning, municipal public services, and environmental design [4] - The acquisition of Futai Technology will extend Hanjia Design's business from surveying and design to software and IT services, enhancing its comprehensive service capabilities in the municipal public utility sector [4]

Company Performance - In Q1 2025, the company achieved operating revenue of 292 million yuan, a year-on-year increase of 49.96%, and a net profit attributable to shareholders of 10 million yuan, soaring by 294.18%, indicating the success of its "internal reform + external acquisition" strategy initiated in 2024 [1] - The company has been under pressure in its traditional architectural design business due to the downturn in the real estate industry and intensified competition in the design market [1] Strategic Adjustments - In 2024, the company adjusted its direction by implementing internal reforms to reduce costs and increase efficiency while acquiring a 51% stake in smart city service provider Futai Technology, successfully opening a second growth curve [1][2] - The company focuses on various design services, including architectural design, municipal public and environmental design, energy design, landscape design, and EPC contracting [1] Industry Trends - The surveying and design industry is gradually recovering from a downturn, with overall market conditions improving due to policy support, and the market scale is expected to maintain an annual growth rate of around 8%, potentially exceeding one trillion yuan by 2030 [2] - There is a notable industry differentiation driven by policy, with traditional architectural design demand shrinking while sectors like municipal public works, environmental governance, and energy engineering are rapidly expanding [2] New Business Development - In 2024, the company signed new energy engineering projects in Zhejiang Province, including three major gas projects, and undertook the design of 23 gas storage and distribution stations [2] - The company leveraged its advantages in environmental design consulting to achieve breakthroughs in areas such as construction waste pollution prevention and solid waste treatment, completing an operating output value of 36.52 million yuan in 2024 [2] Acquisition of Futai Technology - The acquisition of a 51% stake in Futai Technology aims to inject new assets and businesses into the company, accelerating its transition towards green, digital, and intelligent upgrades [3] - Futai Technology focuses on urban governance digitization and robotics solutions, enhancing urban management efficiency through innovative technology [3][4] Future Outlook - Futai Technology has established a presence in over 30 provinces and more than 200 cities, serving over 600 government departments and 100 enterprises, indicating significant growth potential [4] - The company plans to focus on existing markets while exploring opportunities in urban renewal and new energy, enhancing resource integration and service capabilities through technological innovation and digital transformation [4][5]