Core Viewpoint - Beijing Huali Chuangtong Technology Co., Ltd. has revised its articles of association and governance systems to enhance corporate governance and comply with the latest legal regulations, including the abolition of the supervisory board, transferring its powers to the audit committee of the board of directors [1][2][3]. Summary by Sections Revision of Articles of Association - The company will no longer have a supervisory board, with its powers transferred to the audit committee of the board of directors [1]. - The articles of association have been updated to align with the latest laws and regulations, improving the company's operational mechanisms and governance standards [1]. Company Structure and Governance - The company is now established as a permanent limited liability company, with a business duration of 20 years previously set from January 29, 2008, to January 28, 2028 [2]. - The chairman of the board serves as the legal representative of the company, and if the legal representative resigns, a new representative will be appointed within 30 days [3]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the ability to supervise company operations and request information [12]. - The company must ensure that shareholders can exercise their rights without abuse, and any violations may lead to compensation responsibilities [17]. Financial Assistance and Capital Increase - The company can provide financial assistance for acquiring its shares, but the total amount must not exceed 10% of the total issued capital [8]. - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [22]. Share Buyback Regulations - The company may repurchase its shares under specific conditions, such as reducing registered capital or for employee stock ownership plans, with certain limits on the total amount [24][25].

Core Viewpoint - The document outlines the fundraising management and usage system of Beijing Huazhong Chuangtong Technology Co., Ltd, aiming to enhance the efficiency of fund usage and protect investors' rights. Group 1: General Principles - The company establishes this system to regulate the management and usage of raised funds, ensuring compliance with relevant laws and regulations [1][2] - The board of directors is responsible for establishing and implementing the fundraising management system [1][2] Group 2: Fund Storage - Upon receiving the funds, the company must promptly complete verification procedures and store the funds in a special account approved by the board [5][6] - The number of special accounts should not exceed the number of fundraising investment projects [6] Group 3: Fund Usage - The company must use the raised funds prudently and in accordance with the commitments made in the prospectus [8][9] - Any changes in the use of raised funds require board approval and must be disclosed [12][13] Group 4: Fund Management and Supervision - The internal audit department must check the storage and usage of raised funds at least quarterly [26][28] - The board must report any significant violations or risks related to fund management to the Shenzhen Stock Exchange [26][28] Group 5: Accountability - Individuals responsible for violating laws or regulations regarding fund usage will bear legal responsibility [31][32] - The company’s directors and senior management must ensure compliance with the fundraising management system [32][33]

General Overview - The document outlines the management system for the resignation of directors and senior management personnel at Beijing Hualichuangtong Technology Co., Ltd, ensuring operational stability and protecting shareholder rights [2]. Chapter 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Articles of Association of the company [2]. Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management personnel's terms are governed by the Articles of Association, and their positions automatically terminate upon the expiration of their terms unless re-elected or re-appointed [3]. - Directors can resign before their term ends by submitting a written resignation report to the board, which becomes effective upon delivery [3]. - If a director's resignation results in the board falling below the legal minimum number of members, the resigning director must continue to fulfill their duties until a new director is appointed [3]. - Senior management personnel can also resign before their term ends, with specific procedures outlined in their labor contracts [4]. Chapter 3: Handover Procedures and Unresolved Matters - Upon resignation, directors and senior management must hand over their responsibilities to successors or designated personnel, ensuring business continuity [4]. - The company must review all public commitments made by the resigning personnel during their tenure, including performance commitments and non-competition agreements [4][5]. - If resigning personnel fail to fulfill their commitments, the company has the right to pursue legal action for accountability [5]. Chapter 4: Obligations of Resigning Directors and Senior Management - Directors and senior management retain their obligations of loyalty and diligence to the company and shareholders even after resignation [5]. - Confidentiality obligations regarding trade secrets and other sensitive information continue after their tenure [5]. - The company retains the right to hold resigning personnel accountable for any violations or damages incurred during their tenure [5]. Chapter 5: Supplementary Provisions - Any matters not covered by this system will be governed by current laws and regulations, and the system will be amended in accordance with any future legal changes [6]. - The system takes effect upon approval by the company's board of directors [6].

Core Points - The document outlines the rules for the shareholders' meeting of Beijing Huazhong Chuangtong Technology Co., Ltd, ensuring compliance with the Company Law and the company's articles of association [1][2][3] Shareholders' Meeting Authority - The shareholders' meeting is the power institution of the company, responsible for electing and replacing directors, approving reports, and making decisions on profit distribution and capital changes [2][3] - The meeting can authorize the board of directors to make decisions on issuing bonds and other matters as specified by law [2][3] Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, with temporary meetings called as necessary [5][6] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within 10 days [7][8] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [10][11] - Notifications for meetings must include details such as time, location, and agenda, and must be sent out 20 days prior for annual meetings and 15 days for temporary meetings [10][11] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [38][39] - Voting can be conducted in person or through other means, and results must be announced immediately after voting [50][51] Record Keeping - The company must maintain accurate records of the meeting, including attendance, proposals, and voting results, for at least ten years [24][25] Post-Meeting Actions - Newly elected directors assume their roles immediately after the meeting unless otherwise specified, and any approved capital actions must be implemented within two months [60][61]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 662.675236 million [2][3] - The company aims to become a key enterprise in the aerospace industry, focusing on the integration of military and civilian sectors, and promoting internationalization and industrialization [4][5] - The company has a diverse business scope, including technology development, technical services, and manufacturing of various electronic and communication devices [4][5] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] - The company has a total of 662.675236 million shares issued, all of which are ordinary shares [6][7] Share Issuance and Management - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [6][7] - The company can increase its capital through various legal means, including issuing new shares or convertible bonds, subject to shareholder approval [8][9] - The company is prohibited from repurchasing its own shares, except under specific circumstances outlined in the articles of association [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles of association [13][14] - The company must maintain a shareholder register, which serves as proof of share ownership [13][14] - Shareholders holding more than 5% of shares must declare their shareholdings and any changes [12][13] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [21][22] - Decisions at shareholder meetings require a majority or supermajority vote, depending on the nature of the resolution [34][35] - The company must ensure transparency and legal compliance in its governance practices, including the documentation of meeting minutes and resolutions [33][34]

Group 1 - The company held the 11th meeting of the 6th Supervisory Board on June 5, 2025, with all 5 supervisors present, in compliance with relevant laws and regulations [1][2] - The Supervisory Board approved the proposal to conclude the "Beidou + 5G Fusion Terminal Baseband Chip R&D and Industrialization Project" and permanently supplement the remaining raised funds into working capital, ensuring no harm to shareholder interests [1][2] - The voting result for the proposal was unanimous approval with 5 votes in favor, and it will be submitted to the shareholders' meeting for further review [2]

Meeting Information - The company will hold the 2024 Annual Shareholders' Meeting on June 30, 2025, at 14:00 [1] - The meeting will include both on-site and online voting options [1] - Online voting will be available from 9:15 to 15:00 on the same day through the Shenzhen Stock Exchange [1] Voting Procedures - Shareholders must choose either on-site or online voting to exercise their voting rights, with the first vote counted in case of duplicates [2] - All registered shareholders as of June 23, 2025, are entitled to attend the meeting and can appoint proxies to vote on their behalf [2] Agenda Items - The meeting will review proposals, including the resolution to conclude fundraising projects and permanently supplement working capital with surplus funds [4] - A minimum of 2/3 of the voting rights held by shareholders (including proxies) is required for the approval of the proposals [4] Registration Process - Legal representatives of corporate shareholders must present specific documentation to register for the meeting [5] - Individual shareholders must also provide identification and shareholder account details for registration [5] Online Voting Process - The company will provide a platform for online voting, with detailed procedures available in the attached documents [6] - Voting will be non-cumulative, and shareholders must indicate their voting preferences clearly [6]

国金证券股份有限公司 关于北京华力创通科技股份有限公司 募投项目结项并将节余募集资金永久补充流动资金的 核查意见 根据《证券发行上市保荐业务管理办法》《深圳证券交易所创业板股票上市规 则》《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》 《上市公司监管指引第2号——上市公司募集资金管理和使用的监管要求（2022年 修订）》《深圳证券交易所上市公司自律监管指引第13号——保荐业务》等相关规 定，国金证券股份有限公司（以下简称"国金证券"、"保荐机构"）作为北京华 力创通科技股份有限公司（以下简称"华力创通"、"公司"）的保荐机构，对公 司募投项目结项并将节余募集资金永久补充流动资金事项进行了核查。具体情况如 下： 一、募集资金基本情况 经中国证券监督管理委员会《关于同意北京华力创通科技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]3675号）核准，公司向特定对象发行 人民币普通股（A股）股票48,458,149股，每股发行价格为人民币6.81元，募集资金 总额为人民币329,999,994.69元，扣除发行费用人民币6,113,498.26元（不含税）后， 募集资金净额 ...

国金证券股份有限公司 关于北京华力创通科技股份有限公司 2020 年向特定对象发行股票之持续督导保荐总结报告书 国金证券股份有限公司（以下简称"国金证券"或"保荐机构"）作为北京 华力创通科技股份有限公司（以下简称"华力创通"或"公司"）向特定对象发 行股票并在创业板上市的保荐机构，负责华力创通上市后的持续督导工作。截至 本报告书签署日，华力创通向特定对象发行并在创业板上市的持续督导期限已满， 根据《证券发行上市保荐业务管理办法》《深圳证券交易所创业板股票上市规则》 及《深圳证券交易所上市公司自律监管指引第 13 号—保荐业务》等有关规定， 保荐机构出具本保荐总结报告书。 | 保荐机构名称 | 国金证券股份有限公司 | | --- | --- | | 注册地址 | 四川省成都市青羊区东城根上街 号 95 | | 法定代表人 | 冉云 | | 保荐代表人 | 陆玉龙、毕淼 | | 联系电话 | 021-68826021 | 一、保荐机构基本情况 二、发行人基本情况 | 公司名称 | 北京华力创通科技股份有限公司 | | --- | --- | | 股票简称 | 华力创通 | | 股票代码 | 300045 | ...

股东会议事规则 （2025 年 6 月） 第一章 总 则 第一条 为规范北京华力创通科技股份有限公司（以下简称"公司"或"本 公司"）行为，保证股东会依法行使职权，根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《上市公司股东会规则》和《北京华力创通科技股份有限公 司章程》（以下简称"《公司章程》"）的规定，制定本规则。 北京华力创通科技股份有限公司 第二条 公司应当按照法律、行政法规、部门规章、《公司章程》和本规则的 规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第二章 股东会的职权 （七） 修改《公司章程》； 1 第四条 股东会是公司的权力机构，依法行使下列职权： （一） 选举和更换董事，决定有关董事的报酬事项； （二） 审议批准董事会的报告； （三） 审议批准公司的利润分配方案和弥补亏损方案； （四） 对公司增加或者减少注册资本作出决议； （五） 对发行公司债券作出决议； （六） 对公司合并、分立、解散、清算或者变更 ...