股票代码：603220 股票简称：中贝通信 转债代码：113678 转债简称：中贝转债 中贝通信集团股份有限公司 China Bester Group Telecom Co., Ltd. （湖北省武汉市江汉区江汉经济开发区江兴路 1 号） 募集资金使用可行性分析报告 （二次修订稿） 二〇二五年七月 中贝通信集团股份有限公司 募集资金使用可行性分析报告（二次修订稿） 中贝通信集团股份有限公司（以下简称"公司"）拟通过向特定对象发行 A 股 股票的方式募集资金。本次发行的募集资金将用于智算中心建设项目、5G 通信网络 建设项目以及偿还银行借款。本次募投项目有利于为快速增长的人工智能算力需求 提供基础支撑、满足社会日益增长的数据传输需求，同时有效改善公司资本结构， 增强抵御财务风险的能力。 公司编制了 2025 年度向特定对象发行 A 股股票募集资金使用可行性分析报告。 本报告中如无特别说明，相关用语具有与《中贝通信集团股份有限公司 2025 年度向 特定对象发行 A 股股票预案》中的释义相同的含义。 本次向特定对象发行股票募集资金总额不超过人民币 192,023.48 万元（含本数）， 扣除发行费用后将投向以下项 ...

股票代码：603220 股票简称：中贝通信 转债代码：113678 转债简称：中贝转债 中贝通信集团股份有限公司 China Bester Group Telecom Co., Ltd. （湖北省武汉市江汉区江汉经济开发区江兴路 1 号） 项的实质性判断、确认、批准或注册。本预案所述本次向特定对象发行股票相关 事项的生效和完成尚需公司股东大会审议通过、上海证券交易所审核通过并经中 国证券监督管理委员会同意注册。 （二次修订稿） 二〇二五年七月 中贝通信集团股份有限公司 向特定对象发行 A 股股票预案（二次修订稿） 声 明 虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担个别及 连带的法律责任。 责；因本次向特定对象发行股票引致的投资风险由投资者自行负责。 的声明均属不实陈述。 其他专业顾问。 中贝通信集团股份有限公司 向特定对象发行 A 股股票预案（二次修订稿） 特别提示 若公司股票在董事会决议日至发行日期间发生送股、回购、资本公积转增股 本等股本变动事项的，则发行数量及发行上限将按照中国证监会、上海证券交易 所的相关规则进行相应调整。 中贝通信集团股份有限公司 向特定对象发行 A 股股票预案 ...

股票代码：603220 股票简称：中贝通信 转债代码：113678 转债简称：中贝转债 中贝通信集团股份有限公司 China Bester Group Telecom Co., Ltd. （湖北省武汉市江汉区江汉经济开发区江兴路 1 号） 方案论证分析报告（二次修订稿） 二〇二五年七月 中贝通信集团股份有限公司2025 年度向特定对象发行 A 股股票方案论证分析报告（二次修订稿） 目 录 中贝通信集团股份有限公司2025 年度向特定对象发行 A 股股票方案论证分析报告（二次修订稿） 中贝通信集团股份有限公司 方案论证分析报告 近年来，我国政府出台一系列政策鼓励算力基础设施建设。2024 年 12 月， 国家发展改革委、国家数据局、工业和信息化部联合发布《国家数据基础设施建 设指引》，并召开"加快推进国家数据基础设施建设"专题新闻发布会进行重点 解读，提出下一步要按照"点、链、网、面"体系化推进算力网络工作，持续提 升算网综合供给能力。 另一方面，当前人工智能产业化应用正加速从娱乐、消费等领域向制造、医 疗、能源、交通等更大范围的实体经济进军，人工智能行业现已迈入新阶段。人 工智能技术目前成为各行各业提升自身竞 ...

General Provisions - The company establishes the General Manager's Work Rules to ensure institutionalized, standardized, and scientific management in line with modern enterprise systems and relevant laws [1] - The General Manager is responsible for daily operations under the Board of Directors and must execute Board resolutions [1] Appointment of General Manager - The General Manager is nominated by the Chairman and appointed by the Board, with a term of three years, renewable [2] - The General Manager and senior management must be full-time and cannot hold other positions in controlling shareholders or related enterprises [2] Powers and Duties of the General Manager - The General Manager has the authority to manage daily operations, implement Board decisions, and represent the company in agreements [3][4] - Responsibilities include drafting internal management structures, proposing appointments of senior management, and handling major emergencies [4][5] General Manager's Meetings - The General Manager's office meetings are held monthly to discuss significant operational issues and provide decision-making support [6][7] - Meeting records must be maintained for at least ten years, detailing attendees and decisions made [7][10] Dismissal of the General Manager - The Board must dismiss the General Manager under specific conditions, such as resignation or inability to perform duties [8][9] - The General Manager must submit a resignation report two months in advance, and resignation is effective only upon Board approval [8][11] Reporting Obligations - The General Manager must report to the Board or Audit Committee on various operational matters, including annual plans and major contracts [12][13] - Immediate reporting is required for significant disputes, accidents, or regulatory penalties [13]

Group 1 - The company is adjusting its organizational structure and revising its Articles of Association, including the abolition of the supervisory board, with its powers transferred to the audit committee of the board of directors [1][2][3] - The board of directors will remain at seven members, including one employee representative [2][3] - The term "shareholders' meeting" will be changed to "shareholders' assembly" in the Articles of Association [2][3] Group 2 - The revised Articles of Association will ensure the protection of the legal rights of the company, shareholders, employees, and creditors [2][3] - The legal representative of the company will be elected by the board of directors, and the resignation of the legal representative will be treated as a resignation from the board [3][4] - The company will bear civil liability for actions taken by the legal representative in the course of their duties [3][4] Group 3 - The company will not set up a supervisory board, and related rules will be abolished, with corresponding amendments made to the Articles of Association [2][3] - The company will implement a new provision to establish a Communist Party organization within the company [5][6] - The company will ensure that all shares are equal and that shareholders are liable only to the extent of their subscribed shares [4][5] Group 4 - The company will adopt various methods to increase capital, including public issuance and private placement, as approved by the shareholders' assembly [6][7] - The company will not provide financial assistance for the acquisition of its shares, except for employee stock ownership plans [6][7] - The company will ensure that any acquisition of its shares will be conducted through public trading methods [6][7] Group 5 - The company will establish rules for the transfer of shares, ensuring compliance with legal requirements [8][9] - The company will implement restrictions on the transfer of shares held by directors and senior management during their tenure [8][9] - The company will require shareholders holding more than 5% of shares to report any pledges of their shares [8][9]

Core Points - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the rights of the company and non-related shareholders [1][2] - Related party transactions must adhere to relevant laws and regulations, and written agreements must be signed, ensuring clarity and specificity in the terms [1][2] - The company’s controlling shareholders and actual controllers are prohibited from harming the company's interests through related relationships [1][2] Related Transactions and Parties - Related party transactions include various activities such as asset purchases or sales, financial assistance, guarantees, and management contracts [2] - Related parties encompass both legal entities and natural persons, including those who control the company or hold significant shares [3][4] Avoidance System - Board members with a conflict of interest must abstain from voting on related party transactions, ensuring decisions are made by non-related directors [6][7] - Shareholders with a conflict of interest must also avoid voting on related transactions, and their shares will not count towards the total valid votes [7][8] Procedures and Disclosure - Transactions exceeding 30 million yuan or 5% of the latest audited net assets must be submitted for shareholder approval [15] - Transactions below specified thresholds can be approved by the board, but certain transactions must still be disclosed [16][17] Internal Control - Shareholders and executives must report any changes in related parties to ensure the accuracy of the related party list [25] - The company must conduct thorough due diligence on transaction parties and ensure proper pricing based on sufficient evidence [27][28]

Core Viewpoint - The company has established a system to strengthen and standardize its fund management, aiming to prevent major shareholders and their related parties from occupying company funds, thereby protecting the rights and interests of the company, shareholders, and other stakeholders [1]. Group 1: Fund Management Regulations - The system applies to fund management between the company and its major shareholders, actual controllers, and their related parties, including subsidiaries within the consolidated financial statements [1]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debt repayments [2]. - Major shareholders must exercise their rights in accordance with the law and must not harm the company's interests or the legal rights of public shareholders through fund occupation [2]. Group 2: Prevention Principles - The company must strictly limit fund occupation in operational transactions and cannot provide funds or resources to major shareholders and their related parties through various means [5]. - Specific prohibited actions include lending company funds, providing loans through financial institutions, and repaying debts on behalf of major shareholders [6]. Group 3: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, and all relevant personnel must monitor fund flows to prevent non-operational occupation [9][10]. - A leadership group is established to oversee daily management and ensure compliance with the fund occupation prevention measures [10]. - External auditors must provide special reports on any fund occupation by major shareholders during annual audits [14]. Group 4: Accountability and Penalties - Major shareholders and actual controllers who violate the regulations will bear compensation responsibilities, and relevant personnel will also be held accountable [15]. - The board of directors has the authority to freeze shares held by major shareholders if fund occupation is detected, and must report to regulatory authorities if necessary [17][18]. - Serious violations by directors and senior management will lead to disciplinary actions, including potential criminal liability [16][19]. Group 5: Implementation and Amendments - The system will take effect upon approval by the board of directors and will be subject to interpretation and amendments by the board [21].

Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, ensuring compliance with relevant laws and company bylaws [1][23] - It specifies the procedures for convening annual and extraordinary shareholders' meetings, including timelines and conditions under which extraordinary meetings can be called [4][5] - The document emphasizes the importance of legal opinions on the validity of meeting procedures, participant qualifications, and voting results [3][6] Group 1: Shareholders' Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [4] - Extraordinary meetings can be called under specific circumstances, such as when the number of directors is insufficient or when shareholders holding more than 10% of shares request it [4][5] - If the company fails to convene a meeting within the stipulated time, it must report to the local securities regulatory authority and the Shenzhen Stock Exchange [2] Group 2: Legal Compliance and Responsibilities - The board of directors is responsible for ensuring that meetings are convened in accordance with laws and regulations [1][3] - Independent directors can propose extraordinary meetings, and the board must respond within ten days of receiving such proposals [6][7] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [3][6] Group 3: Proposals and Notifications - Shareholders holding more than 1% of shares can submit temporary proposals at least ten days before the meeting [13] - Notifications for annual meetings must be sent at least 20 days in advance, while notifications for extraordinary meetings must be sent at least 15 days in advance [15][16] - The notification must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [16][17] Group 4: Voting and Decision-Making - Shareholders can vote in person or by proxy, and each share carries one vote [20][21] - Decisions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [42][43] - The results of the voting must be announced promptly, and detailed records of the meeting must be maintained for at least ten years [18][19]

Core Points - The document outlines the procedures and responsibilities of the independent directors of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd. to ensure effective governance and decision-making [1][2][3] Group 1: General Provisions - The independent directors' special meeting is defined as a meeting attended solely by independent directors to fulfill their responsibilities [1] - Independent directors are required to act in the best interests of the company and all shareholders, maintaining objectivity and independence [1] Group 2: Responsibilities and Authority - Specific matters that require approval from the independent directors' special meeting include hiring external consultants, proposing temporary shareholder meetings, and disclosing related party transactions [2] - The independent directors' special meeting can be convened in various formats, including in-person, video, or telephonic meetings [2] Group 3: Meeting Procedures - Meetings must be convened with at least half of the independent directors present, and decisions require a majority vote [4][5] - Independent directors must express their opinions clearly during meetings, including any dissenting views, which should be documented [5] Group 4: Record Keeping and Confidentiality - Detailed meeting records must be maintained, including attendance, agenda, and voting results, and must be signed by attendees [5] - All independent directors have a confidentiality obligation regarding the information discussed in meetings [5] Group 5: Implementation and Amendments - The working rules take effect upon approval by the board of directors and will be amended as necessary [6] - Any matters not covered by these rules will be governed by relevant national laws and regulations [6]

Core Points - The article outlines the governance structure and responsibilities of independent directors in Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, emphasizing the importance of protecting minority shareholders and ensuring independent decision-making [1][2][3] Group 1: Governance Structure - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2] - Independent directors are required to maintain independence and must not have any significant relationships that could impair their judgment [3][4] - The board is mandated to establish committees such as the audit committee, nomination committee, and remuneration committee, with independent directors holding a majority in the audit and nomination committees [2][3] Group 2: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [6][16] - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [17][18] - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors can serve a maximum of six consecutive years, and their appointment must be approved by the shareholders [13][14] - The company must fill any vacancies of independent directors within 60 days if their departure affects the required proportion of independent directors [5][6] - Independent directors must submit annual reports detailing their activities and engagement with shareholders [30][31] Group 4: Support and Resources - The company is required to provide necessary resources and support to independent directors to ensure they can effectively perform their duties [32][33] - Independent directors should have equal access to information as other board members and must be kept informed about the company's operations [34][35] - The company must cover the costs incurred by independent directors when hiring professional services for their duties [36][37]