General Provisions - The rules aim to standardize the board of directors' meeting procedures and decision-making processes for Suzhou Huazhi Jie Telecommunications Co., Ltd. [2] - The company appoints a board secretary responsible for preparing shareholder and board meetings, document management, and information disclosure [2][3]. Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [3][5]. - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [6]. - Temporary meetings must be convened under specific circumstances, such as proposals from shareholders or directors [4][6]. Meeting Notifications - Notifications for regular and temporary meetings must be sent out ten days and three days in advance, respectively [10]. - Changes to meeting notifications must be communicated at least one day prior to the scheduled meeting [12]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [13]. - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [14][15]. - Meetings can be held in person or via video, phone, or email, ensuring all directors can express their opinions [16]. Voting and Resolutions - Each proposal is subject to discussion and must be voted on by the directors, with voting options including approval, disapproval, or abstention [19]. - A resolution requires approval from more than half of the total number of directors, with specific rules for related party transactions [21][22]. - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [25]. Meeting Records - The board secretary is responsible for recording meeting minutes, which must include details such as date, attendees, agenda, and voting results [29][30]. - Meeting records must be accurate and preserved for at least ten years [31][32].

Core Viewpoint - The document outlines the management and utilization of funds raised by Suzhou Huazhi Jie Telecommunications Co., Ltd, emphasizing the importance of protecting investor interests and ensuring efficient use of raised funds [1][2]. Fund Management Principles - The company must adhere to a structured plan, standardized operations, and transparency in the use of raised funds [4]. - The board of directors is responsible for establishing and implementing a robust fund management system [4][5]. - Any unauthorized use or change in the purpose of raised funds that leads to losses will result in legal liabilities for responsible individuals [5]. Fund Storage - The company is required to open a special account for raised funds, ensuring that these funds are managed separately and not mixed with other funds [7]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [8][9]. Fund Usage Guidelines - Raised funds should primarily be used for the company's main business activities and cannot be used for financial investments or to benefit related parties [9][10]. - If a project funded by raised funds faces significant changes or delays, the company must reassess its feasibility and disclose the situation [10][11]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [20][21]. - The company must ensure that new investment projects are viable and have good market prospects [21][22]. Oversight and Reporting - The company must conduct regular audits and provide detailed reports on the management and usage of raised funds [15][16]. - Independent financial advisors are required to conduct semi-annual investigations and provide reports on the fund's status [16][17].

Core Viewpoint - The company announced a profit distribution plan for the first quarter of 2025, proposing a cash dividend of RMB 0.40 per share, which represents 90.27% of the net profit attributable to shareholders for the quarter [2][3]. Group 1: Profit Distribution Plan - The company achieved a net profit of RMB 44,311,054.45 for the first quarter of 2025, with undistributed profits amounting to RMB 147,208,161.78 as of March 31, 2025 [2]. - The total number of shares as of July 16, 2025, is 100 million, leading to a total proposed cash dividend of RMB 40 million (including tax) [2]. - The profit distribution plan is subject to approval at the company's first extraordinary general meeting of shareholders in 2025 [4]. Group 2: Decision-Making Process - The board of directors approved the profit distribution plan with a unanimous vote of 5 in favor, 0 against, and 0 abstentions during the meeting on July 16, 2025 [3]. - The supervisory board also approved the plan with a vote of 3 in favor, 0 against, and 0 abstentions, confirming compliance with relevant laws and regulations [3]. - Independent directors expressed that the plan does not harm the interests of the company or its shareholders, particularly minority shareholders, and agreed to submit the proposal for shareholder approval [3].

Meeting Overview - The third session of the Supervisory Board held its 11th meeting, which was conducted both in-person and via communication methods [1] - The meeting's resolutions were deemed legally valid according to relevant regulations [1] Fund Utilization Adjustments - The company plans to adjust the amount of raised funds allocated to the "Annual Production of 86.5 Million Electric Tool Smart Components Expansion Project" from 486.08 million yuan to 444.16 million yuan due to a shortfall in actual raised funds [1] - The adjustment does not change the intended use of the funds and is based on the company's operational needs and future development plans [1] Issuance Costs and Fund Replacement - As of July 16, 2025, the company has pre-paid issuance costs amounting to 5.28 million yuan, with 551.96 thousand yuan paid from self-raised funds [2][3] - The Supervisory Board confirmed that the replacement of raised funds for previously paid issuance costs complies with regulations and does not affect the normal implementation of investment projects [2][3] Cash Management Plans - The company intends to use idle raised funds up to 350 million yuan and idle self-owned funds up to 200 million yuan for cash management, with a validity period of 12 months [4] - The cash management products will be low-risk and high-liquidity, ensuring the safety and efficiency of fund usage [4] Loan to Subsidiary - The company plans to provide an interest-free loan of up to 389.36 million yuan to its wholly-owned subsidiary, Zhangjiagang Huajie Electronics Co., Ltd., to support the expansion project [5] - This loan aligns with the company's funding plan and does not alter the intended use of raised funds [5] Changes in Company Structure - The company has completed its public offering of 25 million shares and has changed its status to a publicly listed company [6] - The company will no longer have a Supervisory Board, with its functions transferred to the Audit Committee of the Board of Directors [7][8] Profit Distribution Plan - The company proposes a cash dividend of 0.40 yuan per share, totaling 40 million yuan, which represents 90.27% of the net profit attributable to shareholders for Q1 2025 [9] - This distribution plan is in accordance with legal regulations and the company's profit distribution policy [9]

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on August 1, 2025, at 1:30 PM at the company's conference room located at 1031 Sunwu Road, Xukou Town, Suzhou, Jiangsu Province [1][2] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 AM to 3:00 PM on the day of the meeting [1][2] Agenda Items - The meeting will discuss non-cumulative voting proposals, including changes to the company's registered capital, type, business scope, the cancellation of the supervisory board, and amendments to the Articles of Association [2][7] - A proposal to revise the management system for shares held by directors and senior management will also be presented [2][7] Voting Procedures - Shareholders can participate in voting either through on-site attendance or via the online voting platform [3][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts, but repeated votes will be counted based on the first submission [4][6] Registration and Attendance - Shareholders must register to attend the meeting, with registration available on-site or via mail [5][6] - Required documents for registration include identification for both the principal and the proxy if applicable [5][6] Contact Information - For inquiries, shareholders can contact Chen Fang at 0512-66511685 or via email at zqb@huajie.com [5]

Core Viewpoint - The company has approved the use of part of the raised funds to provide interest-free loans to its wholly-owned subsidiary for the implementation of a fundraising investment project aimed at expanding the production of smart components for electric tools [1][5]. Fundraising Overview - The company raised a total of RMB 497 million by issuing 25 million shares at a price of RMB 19.88 per share, after deducting issuance costs [2]. - The funds are to be used entirely for the fundraising investment project, specifically the "Annual Production of 86.5 Million Smart Components for Electric Tools Expansion Project" [2][5]. Loan Details - The company will provide a loan of up to RMB 389.3644 million to its subsidiary, Zhangjiagang Huajie Electronics Co., Ltd., to facilitate the implementation of the fundraising investment project [1][3]. - The loan is to be repaid in installments or renewed based on the subsidiary's operational conditions after the loan term [3]. Subsidiary Information - Zhangjiagang Huajie Electronics Co., Ltd. has a registered capital of RMB 52.2121 million and was established on September 25, 2003 [4]. - The subsidiary's recent financial data shows total assets of RMB 720.4876 million and net assets of RMB 391.4507 million, with a revenue of RMB 201.1148 million and a net profit of RMB 22.1839 million for the most recent quarter [4]. Purpose and Impact of the Loan - The loan aims to ensure the smooth implementation of the fundraising investment project, aligning with the company's long-term planning and development needs [5][6]. - The company maintains control over the subsidiary's operations during the loan period, ensuring manageable financial risks [5]. Fund Management Post-Loan - The raised funds will be stored in a special account approved by the company's board, with strict adherence to regulatory requirements for fund usage and disclosure [5][6]. - The company and its subsidiary will comply with relevant laws and regulations regarding the management of the raised funds [5][6]. Approval Process - The board and supervisory committee approved the loan proposal during meetings held on July 16, 2025, and the matter did not require shareholder approval [5][6]. - The supervisory committee and sponsor have both expressed their agreement with the loan's purpose and compliance with regulations [6][7].

Core Points - The company has announced the use of raised funds to replace previously paid issuance expenses amounting to 5.5196 million yuan (excluding VAT), which complies with the regulation of replacement within six months after the funds are received [1][2][3] Fundraising Overview - The China Securities Regulatory Commission approved the company's initial public offering (IPO) on April 9, 2025, allowing the company to issue 25 million shares at a price of 19.88 yuan per share, raising a total of 497 million yuan [1][2] - After deducting issuance expenses, the net amount raised was 444.164 million yuan, which is lower than the total planned investment of 486.0858 million yuan for the fundraising projects [2][3] Investment Project Adjustments - The company held board and supervisory meetings on July 16, 2025, to adjust the planned investment amounts for the fundraising projects without changing the intended use of the funds [2][3] - The total investment for the projects remains at 48,608.58 million yuan, with the adjusted amount for the raised funds set at 44,416.44 million yuan [2] Compliance and Verification - The board and supervisory meetings confirmed that the use of raised funds to replace paid issuance expenses adheres to relevant regulations and does not affect the normal implementation of fundraising projects [3][4] - The accounting firm Tianjian provided verification that the company's management's report on the prepayment of issuance expenses aligns with regulatory requirements [4][6]

Core Viewpoint - The company has adjusted the amount of funds to be invested in its fundraising projects based on the actual net amount raised and the needs of the projects, ensuring compliance with regulatory requirements and maintaining shareholder interests [1][6][7]. Fundraising Basic Information - The company issued 25,000,000 shares at a price of RMB 19.88 per share, raising a total of RMB 497 million, with issuance costs deducted [2][4]. - The raised funds are managed in a special account approved by the board, with a regulatory agreement in place [2]. Fundraising Project Details and Adjustment - The initial planned investment in fundraising projects was RMB 48,608.58 million, but the adjusted amount is RMB 44,416.44 million due to the actual net amount raised being lower than expected [4][6]. - The company will cover the shortfall through self-raised funds without changing the intended use of the raised funds [4][6]. Impact of the Adjustment - The adjustment is based on the actual fundraising situation and future development plans, ensuring no substantial impact on the normal use of the raised funds and no harm to shareholder interests [4][6][7]. - The adjustment aligns with regulatory requirements and aims to enhance fund utilization efficiency and resource allocation [4][6][7]. Review Procedures - The adjustment was approved in meetings of the board and supervisory committee, falling within the board's authority and not requiring shareholder meeting approval [6][7]. - Both the supervisory committee and the sponsor provided positive opinions on the adjustment, confirming compliance with relevant regulations [6][7].

Summary of Key Points Core Viewpoint - The company intends to utilize part of its idle raised funds and self-owned funds for cash management, aiming to enhance fund efficiency and ensure the preservation and appreciation of cash for the benefit of all shareholders [1][5][7]. Fundraising Basic Situation - The company has received approval from the China Securities Regulatory Commission for its initial public offering, raising a total of RMB 497 million by issuing 25 million shares at RMB 19.88 each [2][3]. Investment Project Situation - The raised funds will be fully allocated to investment projects, with a total investment amount of RMB 48.61 million for the production expansion of electric tools and smart components [3][4]. Cash Management Details - **Purpose**: The cash management will involve low-risk, high-liquidity financial products with a maximum investment period of 12 months, including structured deposits and large certificates of deposit [4][5]. - **Management Limits**: The maximum daily balance for idle raised funds is set at RMB 350 million, while for idle self-owned funds, it is RMB 200 million, both of which can be rolled over [4][6]. - **Approval Process**: The board and supervisory committee have approved the cash management proposal, which will be submitted for shareholder approval [6][7]. Impact on the Company - The cash management initiative is designed to ensure that it does not affect the normal operation of fundraising investment projects, thereby enhancing fund efficiency and safeguarding shareholder interests [5][6][7]. Supervisory and Sponsor Opinions - The supervisory committee and sponsor have expressed that the cash management plan is compliant with regulations and will not harm the interests of the company or its shareholders [7].

Capital Change and Company Type - The registered capital of Suzhou Huazhi Jie Electric Co., Ltd. has been changed from RMB 75 million to RMB 100 million, following the approval for the public offering of 25 million A-shares [3][2][1] - The company type has been updated from "Foreign Investment Limited Company (Unlisted)" to "Foreign Investment Limited Company (Listed)" as of June 20, 2025 [3][1] Business Scope Expansion - The company has expanded its business scope to include manufacturing and sales of various products such as wires, cables, lighting fixtures, industrial control systems, batteries, integrated circuits, automotive parts, and environmental protection equipment [3][4][1] - The new business scope also includes software development, charging pile sales, and intelligent control system integration [3][4] Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors, in accordance with the latest regulations of the Company Law [4][1] - The existing supervisory board will continue to perform its duties until the shareholders' meeting approves the cancellation [4][1] Amendments to Articles of Association - The company has made systematic amendments to its Articles of Association to comply with the latest legal requirements and to better protect the rights of shareholders, employees, and creditors [4][5][1] - The amendments include changes to governance structures and internal management systems, which have been disclosed on the Shanghai Stock Exchange website [5][1] Authorization for Management - The board of directors has requested the shareholders' meeting to authorize management to handle the necessary registration changes and amendments to the Articles of Association as required by regulatory authorities [5][1]