China International Capital Corporation Limited

About China Railway Communication and Signal Co., Ltd

Verification opinions on the deposit and actual use of raised funds in 2024

China International Capital Corporation Limited ("CICC" or the "Sponsor"), as the sponsor of the initial public offering and listing of shares on the STAR Market of China Railway Communications & Signal Co., Ltd. ("CGC" or the "Company"), has verified the deposit and actual use of the funds raised by China COM in 2024 in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules Governing the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange and other relevant provisions. The verification situation and opinions are as follows:

First, the basic situation of the funds raised

According to the approval of the China Securities Regulatory Commission (CSRC) on the approval of the registration of the initial public offering of shares of China Railway Communication and Signal Co., Ltd. (Zheng Jian Xu Xu [2019] No. 1135), China General Signal issued 1.800 billion RMB ordinary shares for the initial public offering, raising a total of RMB 10,530,000,000 and a net amount of RMB 10,354,342,373.23

Yuan. All of these funds were fully disbursed on July 16, 2019. Ernst & Young Huaming Certified Public Accountants (Special General Contract

The above-mentioned matters were verified, and the Capital Verification Report of China Railway Communication and Signal Co., Ltd. was issued (Ernst & Young Huaming (2019) Xianzi No. 61172338_A01). After the raised funds arrived, all of them have been deposited in the special account for raised funds approved by the board of directors of the company, and the company has signed the "Tripartite Supervision Agreement on Raised Funds" with the sponsor institution and the commercial bank that deposited the raised funds.

As of December 31, 2024, the total interest (including wealth management income) generated by the bank deposited with the raised funds is RMB

$910.28 million. As of December 31, 2024, the company has used a total of RMB 5,845,860,000 of the raised funds.

Among them, RMB2,693.31 million was used for advanced and intelligent technology research and development projects, RMB25.35 million for advanced and intelligent manufacturing base projects, RMB131.26 million for informatization construction projects, RMB2,995.93 million for supplementary working capital, and RMB2,718.76 million for the current balance of the deposit account for raised funds (including interest income from the special account for raised funds).

Item Amount (RMB)

The initial amount of the raised capital account is 10,380,990,566.04

Less: 2,693,308,905.45 was invested in R&D projects of advanced and intelligent technologies

Item Amount (RMB)

Less: 25,350,000.00 invested in advanced and intelligent manufacturing base projects

Less: 131,264,404.00 was invested in informatization construction projects

Less: Supplementary liquidity investment 2,995,934,028.20

Less: Partial issuance expenses 26,648,192.81

Less: Purchase of wealth management products 2,700,000,000.00

Less: Handling fee 1,377.14

Add: Received bank interest (including wealth management income) 910,280,181.98

The balance of the special account for raising funds at the end of the year was 2,718,763,840.42

2. Deposit and management of raised funds

In 2019, China General Signal formulated the Administrative Measures for the A-share Raised Funds of China Railway Communication and Signal Co., Ltd.

(hereinafter referred to as the "Measures for the Management of Raised Funds"), which was deliberated and approved by the first extraordinary general meeting of shareholders of the company in 2019. The Measures set out detailed provisions on the deposit, use, change of investment direction, management and supervision of the funds raised by A-shares, and have been strictly enforced.

The company and the sponsor are respectively with China Merchants Bank Co., Ltd. Beijing Branch, Huaxia Bank Co., Ltd. Beijing West Railway Station Sub-branch, Industrial Bank Co., Ltd. Beijing Lize Sub-branch, and China Everbright Bank Co., Ltd. Tsinghua University

On July 16, 2019, the Yuan Sub-branch signed the Tripartite Supervision Agreement on the Storage of Raised Funds in a Special Account with China Everbright Bank

On December 16, 2022, Beijing Chaonei Sub-branch of the Bank Co., Ltd. signed the "Tripartite Supervision of the Storage of Special Accounts for Raised Funds".

Tube Agreement. As of December 31, 2024, the deposits of the raised funds are shown in the table below:

Unit: Yuan

Bank account number deposit December 31, 2024

Method Account balance

Huaxia Bank Co., Ltd. Beijing West Railway Station Sub-branch 10235000000194262 Current account 2,384,339,440.64

Industrial Bank Co., Ltd. Beijing Lize Sub-branch 321380100100110492 Demand 9,311,410.60

China Everbright Bank Co., Ltd. Beijing Tsinghua Park 35360188000100134 current account closed

Branch

China Merchants Bank Co., Ltd. Beijing Branch 955106660688008 Current account 271,840.85

Huaxia Bank Co., Ltd. Beijing West Railway Station Sub-branch 10235000000194251 current account closed

China Everbright Bank Co., Ltd. Beijing Chao Nei Branch 35020188021072032 Current 324,841,148.33

Yes

Total / / 2,718,763,840.42

3. The actual use of the funds raised in the current year

(1) The use of funds raised for investment projects

After the 7th meeting of the third board of directors of the company, the first extraordinary general meeting of shareholders in 2019, and the first meeting in 2019

The second class meeting of shareholders of domestic shares and the first class meeting of shareholders of H shares in 2019 approved that the company will invest the funds raised in this offering in advanced and intelligent technology research and development projects, advanced and intelligent manufacturing base projects,

Informatization construction projects and replenishment of working capital. The use of the proceeds as of December 31, 2024 is detailed in the "Fundraising

Comparison Table on the Use of Collected Funds".

(2) Cash management of idle raised funds and investment in related products

On July 31, 2024, the Company held the 23rd meeting of the fourth board of directors and the 14th meeting of the fourth board of supervisors

It was agreed that the company should use idle raised funds of no more than RMB 2.7 billion (inclusive) for cash management under the condition of ensuring that the progress of the investment plan of the raised funds is not affected, the normal production and operation of the company and the safety of the funds are ensured, and are used to purchase investment products with high security, good liquidity and principal preservation (including but not limited to structured deposits, time deposits, large-amount certificates of deposit, etc.)

call deposits, etc.), with a period of no more than 12 months. As of December 31, 2024, the China General Account Pair has raised funds

The cash management of Jin is detailed in the table below.

Unit: 10,000 yuan

As of of

Preface Trustee Product Approved Investment Actual Investment Period 2024 2024 Remarks

The number of the type of amount into December 31 December 31

Daily Balance Daily interest

China Merchants Bank shares seven days 2022.9- after expiration

1 Limited Company Notice 25,000 25,000 20,000 can be released at any time 139 returned

Beijing Branch Deposits

China Everbright Bank

2 Lines of shares limited Large amount 195,000 195,000 2022.12- 195,000 - after expiration

The company's Beijing Dynasty Certificate of Deposit can be released and returned at any time

Inner Branch

China Everbright Bank

3 Lines of shares limited Large 55,000 55,000 2024.6- 55,000 - after expiration

The company's Beijing Dynasty Certificate of Deposit can be released and returned at any time

Inner Branch

Total / / / / 270,000 139 /

4. Change the use of funds for investment projects with raised funds

There will be no such situation in 2024.

5. Problems in the use and disclosure of raised funds

Due to changes in implementation conditions and external environmental impacts, the company has disclosed the implementation progress of some projects lagging behind or falling short of expectations in the special report on the annual deposit and actual use of raised funds. In view of the above situation, the company attaches great importance to it, and is carefully evaluating and continuing to promote the implementation of fund-raising projects to improve the efficiency of the use of raised funds. The sponsor continues to maintain active communication with the company, urges the company to study and determine the follow-up use plan and estimated completion time of the fundraising project, and urges the company to perform the corresponding review procedures in a timely manner and actively implement them.

6. Verification opinions of the sponsor institution

After verification, the sponsor believes that as of December 31, 2024, China General Signal has conducted a special plan for the raised funds

The company has fulfilled the obligation to disclose relevant information, and there is no disguised change in the use of raised funds and damage to the interests of shareholders, nor is there any illegal use of raised funds. In view of the fact that the implementation progress of some of the company's projects is lagging behind or falling short of expectations, the sponsor continues to maintain active communication with the company, urges the company to study and determine the follow-up use plan and estimated completion time of the fundraising and investment projects, and urges the company to perform the corresponding review procedures in a timely manner and actively implement them. The sponsor has no objection to the special report on the annual deposit and actual use of the raised funds disclosed by the board of directors of China General Signal.

Comparison table of the use of raised funds

Unit: RMB 10,000 yuan

Total Funds Raised 1,035,434 Total Funds Raised During the Year 10,320

(After deducting the brokerage underwriting commission and other issuance expenses)

Total amount of proceeds repurposed –

Repurposed Funds – A total of 584,586 funds have been invested in the proceeds

Proportion of the total

Changed Items Raised Funds After Adjustment As of the end of the period As of the end of the period Cumulative investment as of the end of the period Investment as of the end of the period Whether the project is feasible in the current year

Committed investment objectives, including the Ministry Committed investment Total Committed investment Cumulative investment amount and committed investment progress in the current year Whether it is expected to be realized or not

Item Score Change Total Amount Amount (1) Amount Amount (2) Difference in Amount (3) (%) (4) = Usage Status Day Benefit Significant change

(if any) = (2)-(1) (2)/(1) periodization

Advanced and intelligent

Energy and technology research No 460,000 — 460,000 6,360 269,331 -190,669 58.55 2023 Not applicable Not applicable No

development project

Advanced and intelligent

Can manufacture base No 250,000 — 250,000 — 2,535 -247,465 1.01 — N/A N/A No

land projects

Informatization No 30,000 — 30,000 3,960 13,126 -16,874 43.75 2022 N/A N/A No

set up the project

Supplementary flow No 295,434 — 295,434 — 299,593 0 100 Not applicable Not applicable Not applicable No

fund

Total — 1,035,434 — 1,035,434 10,320 584,585 -455,008 — — —

The advanced and intelligent manufacturing base project is mainly constructed and implemented by the company's wholly-owned subsidiary, Tonghao (Changsha) Rail Transit Control Technology Co., Ltd

Reasons for not reaching the planned schedule The content includes R&D center, testing and experimental center, joint plant, office building, etc.; The products will mainly include high-voltage substation cabinets and related products,

Trams, CTCS-3 train control systems, smart city products, contact lines, load-bearing cable products, etc. Advanced and intelligent manufacturing base project causes

The external environmental impact, the implementation conditions have changed compared with before, and the implementation progress is lagging behind, and the company is carefully evaluating it and will be based on the greatest interests of investors

According to the actual situation and development strategy, we should actively study and further improve the efficiency of the use of raised funds. R&D of advanced and intelligent technologies

The time schedule of the project and the information construction project is not as expected due to the external environment. However, the implementation conditions and feasibility of the project have not changed significantly.

In line with the company's strategic planning, it is conducive to accelerating the company's differentiated, customized, high-end technology and service competitive advantage, and is conducive to improving the company's operation

The company will actively promote the implementation of operational efficiency, strengthen risk management, promote decision-making optimization and enhance market competitiveness. The company's scientific research funding is more directional

The direction of original and leading technology research is tilted, and the application and transformation of scientific and technological innovation achievements are strengthened; As of the end of 2024, it has 5,248 granted patents

, including 3,091 invention patents. Since 2022, the construction of the treasury system has been launched, the fund management system has been strengthened, and the financial sharing center has been promoted

and the construction of an integrated system of "industry, finance, taxation, gold and ticket", and these projects are currently being promoted.

Project feasibility occurs N/A

A description of the significant changes

Not applicable to investment projects with raised funds

Advance investment and replacement

Funds raised from idle are not applicable

Temporary replenishment of liquidity

On July 31, 2024, the company held the 23rd meeting of the fourth board of directors and the 14th meeting of the fourth board of supervisors, and deliberated and approved the "About

Proposal on the use of temporarily idle raised funds for cash management", agreeing that the company's use quota shall not exceed RMB 2.7 billion (inclusive).

Carry out idle raised funds Idle raised funds are not affected by the progress of the investment plan of the raised funds, the normal production and operation of the company and the safety of funds are ensured

Cash management, investment related products Cash management is used to purchase investment products with high security, good liquidity and principal protection (including but not limited to structured deposits and fixed deposits).

funds, certificates of deposit, call deposits, etc.), with a term of not more than 12 months. As of December 31, 2024, seven-day call deposits and certificates of deposit (CDs).

The balance was $2.7 billion, with a total cash management interest of $345.45 million, and no risk was found in the existing cash management products.

Not applicable to the permanent replenishment of working capital with over-raised funds or repayment of bank loans

The amount and reason for the balance of the proceeds are not applicable

Other uses of proceeds Not applicable

Note 1: As of the end of the reporting period, a total of $2,693,310,000 was invested in advanced and intelligent technology R&D projects. Among them, RMB 204,788 million was invested in the research of advanced rail transit control systems and key technologies

RMB 174.87 million was invested in the research of intelligent integrated operation and maintenance system and technology, and RMB 358.41 million was invested in the research of smart city and industry communication information system, and the chip technology research and investment suitable for rail transit

RMB 13.72 million was invested, and RMB 98.42 million was invested in the research of rail transit intelligent construction technology (the penny difference here is caused by rounding).

Note 2: As of December 31, 2024, the actual amount of supplementary working capital projects invested in the supplementary liquidity project was RMB299,593,000, including the total initial committed investment

RMB2,954,340,000 and RMB41,590,000 of current interest accrued in the corresponding special bank account.

(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of China International Capital Corporation Limited on the Deposit and Actual Use of Funds Raised by China Railway Communication and Signal Co., Ltd. in 2024")

Sponsor Representative:

___________________ _________________

Xing Qian, Wu Jiaqing

China International Capital Corporation Limited

Year, Month, Day