中泰证券股份有限公司 关于湖南麒麟信安科技股份有限公司 关于部分募投项目新增实施主体及延期的核查意见 中泰证券股份有限公司（以下简称"中泰证券"或"保荐机构"）作为湖南 麒麟信安科技股份有限公司（以下简称"麒麟信安"或"公司"）首次公开发行 股票并在科创板上市的持续督导机构，根据《证券发行上市保荐业务管理办法》 《上海证券交易所科创板股票上市规则》《上市公司募集资金监管规则》《上海 证券交易所科创板上市公司自律监管指引第 1 号——规范运作》等相关法律法规 和规范性文件的规定，对麒麟信安部分募投项目新增实施主体事项进行了核查， 核查情况如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于同意湖南麒麟信安科技股份有限公司首次 公开发行股票注册的批复》（证监许可〔2022〕2092号）核准，公司向社会公开 发行人民币普通股（A股）1,321.1181万股，发行价格为68.89元/股，募集资金总 额为人民币910,118,259.09元，扣除本次发行费用人民币76,927,075.33元（不含税） 后，实际募集资金净额为人民币833,191,183.76元。上述募集资金已于2022年10 月20日全部到位， ...

Core Points - The successful launch of the "Zhuque-2" rocket carrying six satellites marks a new record for China's commercial satellite launches, drawing significant attention to Changsha Tianyi Research Institute Co., Ltd. and the Xiangjiang New Area [1][6] - The "Tianyi 42" satellite, also known as "Shenqi No. 2," is the second commercial Synthetic Aperture Radar (SAR) satellite developed by the company, capable of monitoring millimeter-level terrain changes on Earth [1][3] - The company has achieved a significant milestone by completing the systematic deployment of 37 satellites, transitioning from single satellite verification to mass production [6][8] Company Overview - Changsha Tianyi Research Institute was founded in 2016, coinciding with the beginning of China's commercial space industry, and has since established itself in the Xiangjiang New Area [6][7] - The company has benefited from supportive policies in the Xiangjiang New Area, which has helped attract and retain talent crucial for its success [8][20] - The institute's founder, Yang Feng, emphasizes the importance of perseverance and technological confidence in navigating the challenges of the commercial satellite sector [7][8] Industry Context - The Xiangjiang New Area is becoming a hub for aerospace and satellite applications, with various companies and industries contributing to a robust ecosystem [8][20] - The area has seen significant growth in the aerospace sector, with multiple enterprises involved in national space programs and satellite production [8][20] - The successful launch and development of commercial satellites reflect the broader advancements in China's aerospace capabilities and the increasing role of private enterprises in this field [1][6][8]

Fundraising Overview - The company raised a total of RMB 910,118,259.09 from the issuance of 13,211,181 shares at a price of RMB 68.89 per share, with a net amount of RMB 833,191,183.76 after deducting issuance costs [2] - As of December 31, 2024, the company has used a total of RMB 320,525,000 of the raised funds, with RMB 161,195,500 used in previous years and RMB 159,329,400 used in the current year [3] Fund Management - The company has established a fundraising management system in compliance with relevant laws and regulations, ensuring that funds are stored in dedicated accounts and used exclusively for designated projects [4] - A tripartite supervision agreement was signed with the underwriter and banks to ensure proper management of the raised funds [5] Fund Usage and Status - As of December 31, 2024, the company had transferred all funds from a specific bank account to its own funds account for permanent working capital, and the account was subsequently closed [6] - The company has approved the establishment of subsidiaries to implement fundraising projects, including the establishment of Hunan Euler Innovation Center and Shaanxi Qilin Xin'an Information Technology Co., Ltd. as project implementation entities [7][10] Financial Management - The company has not used idle funds for temporary working capital in 2024, and there are no instances of using idle funds beyond authorized limits [18][28] - As of December 31, 2024, the company had unused raised funds amounting to RMB 542,153,800, with RMB 24,439,400 in demand deposits and RMB 517,718,400 in cash management [22] Project Implementation - The company has not experienced any changes in the implementation entities for fundraising projects as of December 31, 2024 [27] - The company has used excess raised funds to permanently supplement working capital, amounting to RMB 10,400,000 [23] Compliance and Audit - The company has received a verification report from Tianzhi International Accounting Firm, confirming that the management and usage of raised funds comply with regulatory requirements [28] - The underwriter has also verified that the fundraising activities align with relevant laws and regulations, ensuring no harm to shareholder interests [29] Strategic Development - The company aims to strengthen its core business in the key information infrastructure sector, focusing on the development of operating systems and related services [65] - In 2025, the company plans to enhance its market presence in critical industries such as energy, finance, and education, leveraging its integrated product offerings in operating systems, cloud computing, and information security [66][67]