证券代码：837242 证券简称：建邦科技 公告编号：2023-003 青岛建邦汽车科技股份有限公司（以下简称"公司"）于 2022 年 10 月 25 日 召开的第三届董事会第五次会议，审议通过了《关于拟减少公司注册资本的议案》 及《关于拟修订公司章程的议案》。公司已于 2022 年 10 月 26 日在北京证券交易 所官网(www.bse.cn)上披露了《青岛建邦汽车科技股份有限公司关于拟减少公司 注册资本暨修订公告》（公告编号：2022-118）。 青岛建邦汽车科技股份有限公司 公司于 2022 年 11 月 15 日召开 2022 年第五次临时股东大会，审议通过了 《关于拟减少公司注册资本的议案》及《关于拟修订公司章程的议案》，并于 2022 年 11 月 16 日在北京证券交易所官网(www.bse.cn)上披露了《青岛建邦汽车科技 股份有限公司 2022 年第五次临时股东大会决议公告》（公告编号：2022-128）。 二、工商变更完成情况 公司于 2023 年 1 月 9 日完成相应的工商变更登记手续，并取得了青岛市行 政审批服务局核发的《营业执照》。工商变更完成后，公司注册资本由原来的 6226 ...

2023-004 青岛建邦汽车科技股份有限公司 章 程 $$\Xi\,{\bf{\cal{O}}}\,{\bf{\Xi}}\,{\bf{\Xi}}\,{\bf{\rlap{\leftarrow}}}\,{\bf{\rlap{\leftarrow}}}\,{\bf{\rlap{\leftarrow}}}\,{\bf{\cal{H}}}$$ | 第一章 | 总 | 则 3 | | --- | --- | --- | | 第二章 | | 经营宗旨和范围 4 | | 第三章 | 股 | 份 5 | | 第一节 | | 股份发行 5 | | 第二节 | | 股份增减和回购 6 | | 第三节 | | 股份转让 8 | | 第四章 | | 股东和股东大会 10 | | 第一节 | | 股东 10 | | 第二节 | | 股东大会的一般规定 14 | | 第三节 | | 股东大会的召集 19 | | 第四节 | | 股东大会的提案与通知 21 | | 第五节 | | 股东大会的召开 23 | | 第六节 | | 股东大会的表决和决议 27 | | 第五章 | 董事会 | 33 | | 第一节 | | 董事 33 | | 第 ...

证券代码：837242 证券简称：建邦科技 公告编号：2023-002 青岛建邦汽车科技股份有限公司 2022 年股权激励计划（草案）部分股票期权注销完成公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 别及连带法律责任。 根据《股权激励计划（草案）》的规定："激励对象因自愿辞职、被公司辞 退、被公司裁员、解除劳动关系等原因而离职，激励对象已获授但尚未行权的股 票期权不得行权，由公司注销。" 公司原董事会秘书王云凯因个人原因离职，公司决定取消该激励对象的激励 资格并注销其已获授但尚未行权的全部股票期权合计 30,000 份。 1、股票期权注销情况 二、对公司财务状况的影响 青岛建邦汽车科技股份有限公司（以下简称"公司"）于 2022 年 12 月 15 日召开第三届董事会第八次会议及第三届监事会第八次会议，会议审议通过了 《关于拟注销<青岛建邦汽车科技股份有限公司 2022 年股权激励计划（草案）> 部分股票期权的议案》，根据《上市公司股权激励管理办法》、《北京证券交易 所上市公司持续监管指引第 3 号——股权激励和员 ...

青岛建邦汽车科技股份有限公司（以下简称"公司"）于 2022 年 12 月 15 日 召开第三届董事会第八次会议，会议审议通过《关于拟回购注销<青岛建邦供应 链股份有限公司第一期股权激励计划（草案）>部分限制性股票的议案》，该议案 又经 2022 年 12 月 30 日召开的 2022 年第六次临时股东大会审议通过。 根据《北京证券交易所股票上市规则（试行）》、《北京证券交易所上市公司 持续监管指引第 3 号——股权激励和员工持股计划》（以下简称"《监管指引第 3 号》"）等法律法规、规范性文件以及《青岛建邦汽车科技股份有限公司章程》等 法律法规、规范性文件以及《青岛建邦供应链股份有限公司第一期股权激励计划 （草案）》（以下简称"《激励计划（草案）》"）的有关规定，鉴于激励计划中 1 名 激励对象因自愿离职需回购注销其持有的已获授尚未解限售的限制性股票。公司 将对上述激励对象持有的已获授但尚未解锁的合计 36,000 股限制性股票予以回 购注销，公司的注册资本将相应减少。 二、需债权人知晓的相关信息 公司于 2022 年 12 月 30 日召开的 2022 年第六次临时股东大会审议通过了 《关于拟减少公司注册 ...

Financial Performance - Net profit attributable to shareholders for the first nine months of 2022 was CNY 38,165,781.51, representing a growth of 23.68% from CNY 30,858,548.66 in the same period of 2021[17] - Operating income for the first nine months of 2022 was CNY 317,002,090.17, a decrease of 6.08% compared to CNY 337,531,623.52 in the previous year[17] - Basic earnings per share for the first nine months of 2022 were CNY 0.64, a rise of 30.61% compared to CNY 0.49 in the previous year[17] - In Q3 2022, the company reported a net profit of CNY 19,369,392.87, a substantial increase of 93.21% compared to CNY 10,025,079.18 in Q3 2021[17] - The net profit attributable to shareholders after deducting non-recurring gains and losses for Q3 2022 was CNY 14,058,804.45, up 39.78% from CNY 10,057,714.37 in the same quarter last year[18] - The weighted average return on equity based on net profit attributable to shareholders was 8.67% for the first nine months of 2022, compared to 7.59% in the previous year[17] - Net profit for Q3 2022 reached ¥19,338,157.51, a significant increase from ¥9,996,151.07 in Q3 2021, representing a growth of 93.4%[72] - Net profit attributable to shareholders for the first nine months of 2022 was CNY 143,065,805.24, compared to CNY 121,712,394.34 in the same period of 2021, reflecting an increase of approximately 17.5%[68] Cash Flow and Liquidity - The net cash flow from operating activities increased significantly to CNY 69,589,450.96, up 470.35% from CNY 12,201,187.11 in the same period last year[17] - Cash flow from operating activities for the first nine months of 2022 was CNY 69,589,450.96, a significant improvement from CNY 12,201,187.11 in 2021[79] - The cash and cash equivalents at the end of September 2022 were CNY 33,014,457.31, down from CNY 69,454,097.69 at the end of September 2021, showing a decrease of approximately 52%[79] - The company received CNY 1,177,399.68 from financing activities in the first nine months of 2022, a decrease from CNY 7,524,000.00 in the same period of 2021[79] - The net cash flow from financing activities was CNY -5,386,180.32 for the first nine months of 2022, compared to CNY -2,824,000.00 in 2021, indicating a decline[79] Assets and Liabilities - Total assets as of September 30, 2022, reached CNY 580,561,400.40, an increase of 3.40% compared to CNY 561,456,128.47 at the end of 2021[17] - The company's total liabilities to assets ratio decreased to 21.70% from 25.06% year-on-year[17] - The total number of ordinary shares decreased by 105,000, resulting in a total of 62,268,000 shares at the end of the reporting period[30] - The company reported a decrease in expected liabilities due to improved quality control and reduced return rates compared to the previous year[6] - The company’s total liabilities decreased from CNY 136,911,257.89 in 2021 to CNY 125,551,485.65 as of September 30, 2022[63] Research and Development - Research and development expenses increased by 18.87% year-on-year, with the company hiring multiple professionals and implementing stock incentives for 19 employees, including 16 in R&D, costing ¥746,700[6] - Research and development expenses for the first nine months of 2022 amounted to ¥11,387,599.31, up from ¥6,532,489.48 in the same period of 2021, indicating a year-over-year increase of 74.5%[75] Stock Incentive Plans - The company has a stock incentive plan that was approved on January 29, 2021, granting 1.2 million restricted stocks to 51 core employees[41] - The company approved the adjustment of the stock incentive plan, including the number of reserved shares and grant price, on December 17, 2021[42] - On January 12, 2022, the company granted 300,000 restricted shares to 19 recipients as part of the first phase of the stock incentive plan[43] - The first unlock period for the stock incentive plan was achieved, with a total of 633,750 shares released from restrictions on August 5, 2022[44] - The company proposed a new stock incentive plan for 2022, which is pending approval at the shareholder meeting on November 15, 2022[45] Government Subsidies and Other Income - Other income rose by ¥7,833,300, attributed to government subsidies and increased trade volume[26] - The company received government rewards and subsidies totaling ¥7,200,000 for listing and other initiatives[26] - The company's net profit attributable to shareholders increased due to higher other income, reduced financial expenses from currency fluctuations, and increased investment income[26] Inventory and Accounts Receivable - Accounts receivable decreased as the company strengthened its management, requiring new customers to pay in advance and regularly evaluating existing customers' credit terms[6] - The company reported a decrease in accounts receivable from CNY 125,586,610.15 in 2021 to CNY 87,093,792.79 as of September 30, 2022[62] - The company’s inventory increased from CNY 86,899,140.73 in 2021 to CNY 94,249,944.22 as of September 30, 2022[62]

Company Recognition and Market Position - Qingdao Jianbang Automotive Technology Co., Ltd. was recognized as one of the first batch of "Specialized, Refined, Characteristic, and Innovative" small and medium-sized enterprises in Qingdao for 2022, enhancing its core competitiveness and industry influence[7]. - The company has established partnerships with well-known domestic auto parts chains, enhancing its market presence[38]. - The company focuses on the development, design, and sales of non-durable auto parts in the automotive aftermarket[38]. - The company has a diverse product system covering various automotive components, enhancing customer dependency on its multi-product solutions[50]. - The company is focusing on enhancing product value to strengthen competitiveness in response to exchange rate fluctuations[104]. Financial Performance - The company's operating revenue for the current period is CNY 207,551,064.97, a decrease of 3.58% compared to the previous year[30]. - The net profit attributable to shareholders of the listed company is CNY 18,796,388.64, down 9.78% from the same period last year[30]. - The total assets at the end of the current period amount to CNY 563,724,505.25, reflecting a slight increase of 0.40% year-on-year[31]. - The total liabilities decreased by 9.01% to CNY 128,036,982.13 compared to the previous year[31]. - The net cash flow from operating activities increased significantly by 110.92% to CNY 46,927,617.02[32]. - The gross margin decreased to 22.52% from 23.26% year-on-year[78]. - The company reported a significant reduction in other income by 98.80% to ¥24,688.09, compared to the previous year[78]. Research and Development - The company has established a relatively complete R&D system with a strong team, having obtained 66 patents, including 5 invention patents, 58 utility model patents, and 3 design patents[16]. - The company increased its research and development investment in automotive electronic products, achieving sales revenue of ¥2,968,601.30 during the reporting period[55]. - The company focuses on the development of new energy vehicle products, particularly the Tesla Model 3 active intake grille, to meet market demands[54]. - The company employs a flexible market demand-oriented model, emphasizing market research, engineering design, and product validation[40]. Market Risks and Challenges - Approximately 70% of the company's revenue comes from overseas markets, making it susceptible to exchange rate fluctuations and changes in export tax rebate policies[15]. - The company faces management risks due to its expanding business scale and market share, necessitating improvements in management capabilities and internal control systems[12]. - The ongoing COVID-19 pandemic has posed short-term operational challenges, particularly affecting production and logistics, but the company is adapting its strategies to enhance flexibility in the domestic market[16]. - The company is actively expanding its domestic market to mitigate risks associated with high customer concentration and exchange rate fluctuations[15]. Shareholder and Governance Matters - The company emphasizes employee welfare, providing housing subsidies and regular health check-ups, while ensuring compliance with labor laws and maintaining a fair compensation system[100]. - The company is committed to protecting minority shareholders' interests by adhering to governance structures and legal regulations[106]. - The company has established measures to ensure compliance with the relevant regulations regarding compensation for any losses caused by violations of commitments[148]. - The company has committed to timely disclose any failure to fulfill commitments and to compensate investors for any economic losses incurred[154]. Equity Incentive Plan - The first phase of the equity incentive plan was approved, with 1.2 million restricted shares granted to 51 individuals on March 22, 2021[113]. - The equity incentive plan aims to enhance employee motivation and align their interests with those of shareholders[115]. - The company has confirmed that all incentive plan participants met the disclosed conditions for authorization, but the conditions for exercising rights have not yet been fulfilled[125]. - The company expects the positive effects of the incentive plan on performance to outweigh the costs associated with the share-based payments[124]. Operational Efficiency and Management - The company has a well-established supplier system, ensuring product quality and supply stability through rigorous supplier evaluation and management[42]. - The company actively integrates resources from domestic and international suppliers to improve procurement efficiency and reduce costs[45]. - The company has implemented measures to prevent technology leakage, including signing non-compete agreements with core technical personnel and enhancing confidentiality management[16]. - The company is committed to improving fund utilization efficiency and increasing shareholder returns through effective cash management strategies[112].

Financial Performance - Revenue for the first quarter of 2022 was CNY 94,158,350.45, down 3.46% from CNY 97,537,368.09 in the same period last year[17]. - Net profit attributable to shareholders for the first quarter of 2022 was CNY 5,976,513.68, a decrease of 42.34% compared to CNY 10,365,677.91 in the previous year[17]. - Basic earnings per share for the first quarter of 2022 were CNY 0.10, down 60.00% from CNY 0.25 in the same period last year[17]. - Total operating revenue for Q1 2022 was CNY 94,158,350.45, a decrease from CNY 97,537,368.09 in Q1 2021, representing a decline of approximately 2.4%[53]. - Net profit for Q1 2022 was CNY 5,951,967.74, down from CNY 10,338,826.66 in Q1 2021, reflecting a decrease of approximately 42.9%[54]. - Other comprehensive income after tax for Q1 2022 was CNY -79,510.53, compared to CNY -244,122.54 in Q1 2021, showing an improvement of about 67.5%[55]. Cash Flow - Operating cash flow for the first quarter of 2022 increased by 72.85% to CNY 12,353,864.16 from CNY 7,147,120.51 in the same period last year[17]. - Cash flow from operating activities increased to ¥12,353,864.16 from ¥7,147,120.51, an increase of about 73.5% year-over-year[60]. - Cash flow from investing activities showed a net outflow of ¥6,783,338.56, worsening from a net outflow of ¥3,590,223.70[61]. - Cash flow from financing activities generated a net inflow of ¥1,118,529.70, down from ¥7,524,000.00, a decrease of approximately 85.2%[61]. - The company reported a net cash increase of ¥6,671,712.90, compared to ¥10,883,580.54 in the previous year[61]. Assets and Liabilities - Total assets as of March 31, 2022, were CNY 555,667,321.65, a decrease of 1.03% compared to the end of the previous year[17]. - Total liabilities decreased to CNY 127,463,530.37 from CNY 140,712,115.67, a reduction of about 9.4%[47]. - The company's equity attributable to shareholders increased to ¥428,453,456.99 from ¥420,969,132.57, showing a growth of approximately 1.1%[47]. - Accounts receivable decreased to ¥96,736,708.68 from ¥125,586,610.15 year-over-year, reflecting a reduction of approximately 23%[45]. - Inventory increased to ¥97,254,614.42 from ¥86,899,140.73, representing a growth of about 13.5%[45]. Research and Development - Research and development expenses increased by CNY 2,200,000 due to higher investment in new product development and an increase in the R&D team[19]. - Research and development expenses in Q1 2022 amounted to CNY 3,604,003.38, significantly higher than CNY 1,401,858.35 in Q1 2021, marking an increase of about 157.5%[54]. - The company plans to continue increasing its investment in R&D to support future product development and market expansion[19]. Shareholder Information - The total number of unrestricted shares increased from 24,226,800 to 32,666,850, representing a rise from 38.83% to 52.37% of total shares[24]. - The number of shareholders holding more than 5% of shares decreased by 1,103,152 shares, resulting in a total of 45,463,342 shares held by major shareholders, which is 72.89% of total shares[27]. - The total number of shareholders increased to 6,171 during the reporting period[24]. - The number of core employees' shares increased from 1,425,000 to 1,710,000, reflecting a growth from 2.28% to 2.74% of total shares[24]. Financial Stability - The company's debt-to-asset ratio decreased to 22.94% from 25.06% year-over-year, indicating improved financial stability[17]. - The company has disclosed its commitment fulfillment status in the 2021 annual report[38]. - There are no ongoing litigation or arbitration matters affecting the company[30]. - The company has not provided any external guarantees or loans during the reporting period[30]. - There are no significant related party transactions or fund occupation issues reported[30]. - The company has not faced any investigations or penalties during the reporting period[30]. Cash Management - The company plans to use up to RMB 150 million of temporarily idle raised funds for cash management, investing in high-security, liquid financial products[31]. - The company intends to use up to RMB 200 million of temporarily idle self-owned funds for cash management, ensuring daily operational liquidity and safety[32].

Corporate Recognition and Listing - In 2021, the company was recognized as a "Demonstration Enterprise for Capital Market Application" in Jiaozhou City[7]. - The company achieved a significant milestone by becoming listed on the Beijing Stock Exchange on November 15, 2021[7]. Revenue and Profitability - Over 70% of the company's revenue comes from overseas sales, indicating a high reliance on international markets[14]. - The company's operating revenue for 2021 was RMB 481,268,140.56, representing a year-over-year increase of 28.65% compared to RMB 374,082,075.65 in 2020[30]. - The net profit attributable to shareholders of the listed company for 2021 was RMB 41,637,346.20, an increase of 11.17% from RMB 37,455,240.59 in 2020[30]. - The company's gross profit margin for 2021 was 23.05%, down from 25.25% in 2020[32]. - The weighted average return on net assets based on net profit attributable to shareholders was 10.29% in 2021, compared to 12.44% in 2020[32]. - The net cash flow from operating activities decreased by 43.67% to RMB 19,616,809.21 in 2021, down from RMB 34,824,355.52 in 2020[36]. - The company's inventory turnover rate was 5.06 in 2021, a decrease from 5.61 in 2020[36]. Assets and Liabilities - The total assets at the end of 2021 amounted to RMB 561,456,128.47, reflecting a growth of 10.79% from RMB 506,786,069.26 at the end of 2020[34]. - The total liabilities increased by 21.59% to RMB 140,712,115.67 in 2021, up from RMB 115,727,516.05 in 2020[34]. - The total assets growth rate for 2021 was 10.79%, down from 51.88% in 2020[37]. - The total equity increased by 49.64% to ¥62,388,000.00, up from ¥41,692,000.00 due to a stock dividend distribution[89]. Market and Industry Trends - The global automotive aftermarket is projected to grow from 800 billion euros in 2018 to 1.2 trillion euros by 2030, with an annual growth rate of 3%[69]. - As of the end of 2021, China's total vehicle ownership reached 302 million, with new vehicle registrations increasing by 8.16% year-on-year[70]. - The average age of vehicles in China reached 7.9 years in 2021, indicating a growing demand in the automotive aftermarket[71]. - The independent aftermarket channel's market share has grown from less than 10% in the 1990s to 35% currently, indicating substantial progress in consumer acceptance[78]. - The automotive aftermarket is expected to experience rapid growth over the next 5 to 10 years, with independent channels likely surpassing 4S stores in market share[78]. Research and Development - The company has developed the Tesla MODEL3 active grille, increasing its investment in R&D for new energy vehicle products[65]. - The company holds a total of 48 patents, including 4 invention patents, 41 utility model patents, and 3 design patents as of December 31, 2021[63]. - R&D expenditure increased by 249.59% year-on-year, amounting to ¥10,901,505.75, representing 2.27% of operating income[117][118]. - The number of R&D personnel grew by 165.22% year-on-year, from 23 to 61, with R&D personnel now accounting for 25.74% of total employees[119][121]. Risk Management - The company faces management risks due to the expansion of its business scale and market share, necessitating improvements in management capabilities[13]. - The company has not experienced significant changes in major risks during the reporting period[15]. - The company is monitoring changes in export tax rebate policies that could impact its operating performance[14]. - The company is actively working to reduce customer concentration risk by expanding its domestic business[14]. - The company is monitoring the impact of the COVID-19 pandemic on its operations, with minimal effects reported from domestic suppliers but potential challenges in international shipping[155]. Corporate Governance and Compliance - The company maintains a high level of corporate governance to protect the interests of minority shareholders against potential undue influence from its actual controller[15]. - The company has established a robust internal control system to enhance corporate governance and protect shareholder rights[128]. - The company held 3 shareholder meetings, 6 board meetings, and 5 supervisory board meetings in 2021, ensuring compliance with legal and regulatory requirements[129]. - The company has confirmed that there are no false records or misleading statements in the issuance application documents, ensuring their authenticity and completeness[184]. Shareholder Commitments and Transactions - The company has received commitments from shareholders holding more than 5% of shares, as well as directors, supervisors, and senior management, to minimize related party transactions with the company and its subsidiaries[187]. - The controlling shareholder, Zhong Yongduo, has committed to not reducing his shareholding from the date of the shareholder meeting until the completion of the stock issuance and listing on the selected tier, and will apply for stock lock-up on the announcement date[190]. - The company has ensured that all major shareholders have not violated their commitments regarding shareholding and reduction as of the date of the annual report[195]. Employee Welfare and Social Responsibility - The company provided social insurance and housing fund contributions for employees, ensuring compliance with labor laws and protecting employee rights[132]. - The company organized regular health check-ups for employees, emphasizing the importance of employee well-being and health[132]. - The company actively engaged in corporate social responsibility, focusing on sustainable development and stakeholder interests[128].