Group 1 - The company plans to raise a total of up to RMB 1,920.23 million through a private placement of A-shares, with funds allocated for the construction of intelligent computing centers, 5G communication network projects, and repayment of bank loans [1][2] - The intelligent computing center project has a total investment of RMB 1,304.50 million, with RMB 1,102.20 million expected to be funded from the raised capital, aimed at providing computing power services and expanding new profit growth points [2][4] - The 5G communication network project has a total investment of RMB 532.04 million, with RMB 518.03 million planned to be funded from the raised capital, to meet the growing demand for 5G network services [8][9] Group 2 - The intelligent computing center project is essential for supporting the rapid growth of artificial intelligence computing power demand and enhancing the company's competitive edge in the intelligent computing sector [3][5] - The project is backed by national policies promoting the development of artificial intelligence and data economy, creating a favorable environment for its implementation [5][6] - The company has established a professional technical team and has accumulated extensive project experience, which will support the construction and operation of the intelligent computing center [7][8] Group 3 - The repayment of bank loans using RMB 300 million from the raised funds aims to improve the company's capital structure and enhance its financial risk resistance [12][13] - As of March 31, 2025, the company had total assets of RMB 7,968.89 million and total liabilities of RMB 5,827.44 million, indicating a relatively high debt ratio of 73.13% [13][14] - The issuance of funds is expected to enhance the company's overall competitiveness and sustainable development capabilities, aligning with the interests of all shareholders [15]

Core Viewpoint - China Bester Group Telecom Co., Ltd. plans to issue A-shares to specific investors to raise funds for the construction of intelligent computing centers and to repay bank loans, aiming to enhance its competitiveness in the AI and 5G sectors [9][12][21]. Group 1: Company Overview - Company Name: China Bester Group Telecom Co., Ltd. [9] - Registered Capital: 433,972,686 RMB [9] - Established: December 29, 1999 [9] - A-share Code: 603220 [9] - Main Business: 5G communication technology services, information system integration, and AI computing services [9]. Group 2: Purpose of the Issuance - The issuance aims to support the construction of intelligent computing centers, repay bank loans, and optimize the company's capital structure [12][21]. - The intelligent computing center project has a total investment of 130,450.39 million RMB, with 110,220.00 million RMB planned to be funded through this issuance [18][21]. Group 3: Market Context - The demand for intelligent computing is rapidly increasing due to the growth of AI applications across various sectors, including manufacturing, healthcare, and transportation [10][12]. - China's intelligent computing capacity is projected to grow from 75.0 EFLOPS in 2020 to 725.3 EFLOPS by 2024, with a compound annual growth rate of 76.35% [10][28]. Group 4: Regulatory and Approval Process - The issuance requires approval from the China Securities Regulatory Commission and the Shanghai Stock Exchange [12][19]. - The final number of shares to be issued will not exceed 30% of the company's total share capital prior to the issuance [16][20]. Group 5: Financial Structure and Use of Proceeds - The total amount to be raised is capped at 192,023.48 million RMB, which will be allocated to the intelligent computing center and loan repayment [18][21]. - The company plans to adjust the allocation of funds based on the actual amount raised and project priorities [18][21]. Group 6: Strategic Importance - The project aligns with national policies promoting data infrastructure and AI development, creating a favorable environment for the company's growth [22][27]. - The intelligent computing center is expected to enhance the company's capabilities in AI and 5G, supporting its long-term strategic goals [12][22].

Group 1 - The core purpose of the issuance is to meet the company's business development needs, enhance profitability, and maintain industry leadership [1][2] - The issuance is driven by the rapid growth of the artificial intelligence industry and the increasing demand for intelligent computing power, which is expected to grow from 75.0 EFLOPS in 2020 to 725.3 EFLOPS in 2024, with a compound annual growth rate of 76.35% [2][3] - The company aims to expand its investment in AI computing and 5G infrastructure to meet the growing market demand and enhance its competitive capabilities [4][5] Group 2 - The company plans to issue A-shares to a maximum of 35 specific investors, including qualified institutional investors and other eligible entities [6][7] - The issuance price will be based on the average trading price of the company's shares over the 20 trading days prior to the pricing date, with a minimum price set at 80% of this average [8][9] - The issuance is compliant with relevant laws and regulations, ensuring that the process is legal and follows proper procedures [10][11] Group 3 - The company has a strong foundation in personnel, technology, and market reserves, having established itself as a key service provider in the telecommunications sector for over 30 years [17][18] - The company has successfully built multiple intelligent computing clusters and has a total computing power exceeding 15,000P, serving major clients in the AI sector [19][20] - The fundraising will be used for projects that align with the company's core business and future strategic direction, enhancing its market competitiveness and profitability [21][22] Group 4 - The company has outlined measures to mitigate the potential dilution of immediate returns from the issuance, including efficient resource allocation and accelerated project implementation [21][22] - The company commits to maintaining a stable dividend policy and ensuring reasonable returns for shareholders, particularly small investors [22][23] - The board of directors and senior management have made commitments to ensure the effective execution of measures to protect shareholder interests [24][25]

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]