高斯贝尔数码科技股份有限公司第五届董事会第二十八次会议决议公告

Core Viewpoint - The company, Gauss Digital Technology Co., Ltd., has approved a plan to issue A-shares to specific investors, aiming to raise up to 4.292 billion yuan for working capital and debt repayment [21][22]. Group 1: Board Meeting Resolutions - The board meeting was held on January 26, 2026, with all seven directors present, and the resolutions were passed unanimously [3][4]. - The board confirmed that the company meets the legal requirements for issuing shares to specific investors [1][2]. Group 2: Issuance Details - The type of shares to be issued is ordinary shares (A-shares) with a par value of 1.00 yuan each [5]. - The issuance will be conducted through a private placement to a specific investor, Changsah Jushen Management Consulting Partnership [7][9]. - The pricing for the shares will be set at 80% of the average trading price over the 20 trading days prior to the announcement date, amounting to 8.56 yuan per share [11]. - The total number of shares to be issued will not exceed 50,145,000, which is within 30% of the company's total share capital prior to the issuance [13]. Group 3: Lock-up Period and Listing - The shares acquired by the specific investor will be subject to a lock-up period of 36 months from the issuance date [15]. - The shares will be listed on the Shenzhen Stock Exchange [17]. Group 4: Fund Utilization - The total funds raised from this issuance are intended for enhancing liquidity and repaying debts [22]. - The company has established a special account for the management of the raised funds [22]. Group 5: Authorization and Governance - The board has requested authorization from the shareholders to handle all matters related to the issuance, including adjustments based on regulatory changes [48]. - The resolutions passed by the board will be valid for 12 months from the date of shareholder approval [49].