China Railway Signal & Communication Corporation Limited(688009) : China International Capital Corporation Limited(601995) verification opinions on the deposit and actual use of raised funds in China Railway Signal & Communication Corporation Limited(688009) 2021

China International Capital Corporation Limited(601995)

About China Railway Signal & Communication Corporation Limited(688009)

Verification opinions on the deposit and actual use of raised funds in 2021 China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "sponsor") as the sponsor of China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as " China Railway Signal & Communication Corporation Limited(688009) " or "company") for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, The deposit and actual use of the raised funds of China Railway Signal & Communication Corporation Limited(688009) as of December 31, 2021 have been carefully verified, and the verification opinions are as follows: I. Basic information of the raised funds

According to the approval of the reply on Approving the registration of China Railway Signal & Communication Corporation Limited(688009) initial public offering of shares (zjxk [2019] No. 1135) issued by China Securities Regulatory Commission, China Railway Signal & Communication Corporation Limited(688009) initial public offering of RMB 1.8 billion ordinary shares, with a total amount of RMB 10530000000 and a net amount of RMB 1035434237323. The above funds have been fully paid on July 16, 2019. Ernst & Young Huaming Certified Public Accountants (special general partnership) verified the above matters and issued China Railway Signal & Communication Corporation Limited(688009) capital verification report (Ernst & Young Huaming (2019) Yan Zi No. 61172338a01). All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.

As of December 31, 2021, the interest (including wealth management income) generated from the deposit of raised funds in the bank amounted to RMB 557.47 million. As of December 31, 2021, the company has used a total of 442518 million yuan of raised funds, including 140705 million yuan for advanced and intelligent technology R & D projects, 38.13 million yuan for information construction projects, 2980 million yuan for supplementary working capital, and 378663 million yuan (including interest income from the special account for raised funds).

Unit: Yuan

Project amount

Initial amount of raised funds account 1038099056604

Less: investment in advanced and intelligent technology R & D projects 140704589381

Less: investment in information construction project 3813232800

Less: supplementary working capital investment 298000000000

Less: part of the issuance expenses 2664819281

Less: purchase of financial products 270000000000

Less: service charge 352.79

Plus: bank interest received (including wealth management income) 55747031105

The year-end balance of the special account for raised funds was 378663410968

2、 Deposit and management of raised funds

China Railway Signal & Communication Corporation Limited(688009) formulated the measures for the administration of China Railway Signal & Communication Corporation Limited(688009) A-share raised funds (hereinafter referred to as the "measures for the administration of raised funds") in 2019, which was deliberated and adopted by the company's first extraordinary general meeting in 2019. The measures have made detailed provisions on the storage, use, investment direction change, management and supervision of the raised funds of a shares, and have been strictly implemented.

China Railway Signal & Communication Corporation Limited(688009) and China International Capital Corporation Limited(601995) and China Everbright Bank Company Limited Co.Ltd(601818) Qinghuayuan sub branch respectively signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "tripartite supervision agreement") with China Merchants Bank Co.Ltd(600036) Beijing Branch, Hua Xia Bank Co.Limited(600015) Beijing West Railway Station sub branch, Industrial Bank Co.Ltd(601166) Beijing Lize sub branch and China Everbright Bank Company Limited Co.Ltd(601818) Qinghuayuan sub branch on July 16, 2019. As of December 31, 2021, the deposit of raised funds is shown in the following table:

Account number of deposit bank and account balance of depositor on December 31, 2021 (RMB)

(yuan)

Hua Xia Bank Co.Limited(600015) Beijing West Railway Station sub branch 10235 Shenzhen Cereals Holdings Co.Ltd(000019) 4262 current period 18 Western Region Gold Co.Ltd(601069) 6044

Industrial Bank Co.Ltd(601166) Beijing Lize sub branch 32138010 01001104 92 current 160501326768

China Everbright Bank Company Limited Co.Ltd(601818) Qinghuayuan sub branch 35360188 Tcl Technology Group Corporation(000100) 13 4 current 27161277222

China Merchants Bank Co.Ltd(600036) Beijing Branch 95510666 0 Montage Technology Co.Ltd(688008) current 3443996653

Account number of deposit bank and account balance of depositor on December 31, 2021 (RMB)

(yuan)

Hua Xia Bank Co.Limited(600015) Beijing West Railway Station sub branch 10235000 00019425 1 current 1546114281

Total / / 378663410968

3、 Annual actual use of raised funds (I) use of funds for investment projects with raised funds

With the approval of the seventh meeting of the third board of directors, the first extraordinary general meeting of shareholders in 2019, the first general meeting of shareholders of domestic shares in 2019 and the first general meeting of shareholders of H shares in 2019, the company plans to invest the funds raised in this issuance in advanced and intelligent technology R & D projects, advanced and intelligent manufacturing base projects, information construction projects and supplementary working capital after deducting the issuance expenses.

As of December 31, 2021, the use of raised funds is detailed in the "comparison table of use of raised funds". (II) cash management and investment of idle raised funds in related products.

On August 25, 2021, the company held the 29th meeting of the third board of directors and the 14th meeting of the third board of supervisors, deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the idle raised funds with an amount not exceeding RMB 2.7 billion (including this amount) will not affect the progress of the investment plan of the raised funds Cash management shall be carried out without affecting the normal production and operation of the company and ensuring the safety of funds. It shall be used to purchase investment products with high safety, good liquidity and guaranteed principal (including but not limited to structural deposits, time deposits and large certificates of deposit), and the service life shall not exceed 12 months.

As of December 31, 2021, China Railway Signal & Communication Corporation Limited(688009) the cash management of the raised funds is detailed in the following table: unit: 10000 yuan

As of

Order trustee's product approval and actual investment period 20212021 remarks

Fund amount of type No. December 31 December 31

Daily balance and daily interest

China Everbright

Bank share structure September 2019-

1. The deposit of the limited company 245000245000 has been returned to Tsinghua park from December 2019 to 2331

that 's ok

As of

Order trustee's product approved investment actual investment period 20212021 remark No. type capital amount paid in December 31

Daily balance and daily interest

China Everbright

Large amount of bank shares December 2019-

2. Deposit certificate of Co., Ltd. 2450002450 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) .8 - 6901 has been returned to Tsinghua garden branch

that 's ok

China Merchants Bank Co.Ltd(600036)

3. The large amount of 25000 yuan of Stock Co., Ltd. has been returned to the company from August 2019 to 950. Beijing certificate of deposit 2020.8

branch

China Merchants Bank Co.Ltd(600036) 2020.9-

4. The company's certificate of deposit in Beijing can be released and returned to the branch at any time after the expiration of 250001234

China Everbright

From September 2020 to the expiration of the bank shares, the deposit certificate of 5 Co., Ltd. 17 Shenzhen China Bicycle Company (Holdings) Limited(000017) 0000 can be returned to Tsinghua park at any time 170 Skyworth Digital Co.Ltd(000810) 3

that 's ok

China Everbright

From September 2020 to the expiration of the bank shares, the deposit certificate of 6 Co., Ltd. 75 Sealand Securities Co.Ltd(000750) 00 can be returned to Tsinghua park at any time

that 's ok

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