審計委員會之職權範圍 京东工業股份有限公司（「本公司」）根據本公司董事會（「董事會」）於2025年11月26日通過 的決議案成立審計委員會（「委員會」）。下文載列委員會的職權範圍（「職權範圍」）。職權 範圍備有中英文版本以供閱覽。如職權範圍的中英文版本有任何歧義，概以英文版本為 準。 1. 目的 1.1 委員會旨在協助董事會作出正規而具透明度的安排及就之提供意見，以便考慮董 事會應如何應用財務報告、風險管理及內部監控原則，以及如何維持與本公司審 計師適當的關係。 JINGDONG Industrials, Inc. 京東工業股份有限公司 （於開曼群島註冊成立的有限公司） （股份代號：7618） 2. 組成 1 2.1 委員會成員由董事會不時委任，須包括至少三名成員（僅由非執行董事組成），其 中大多數成員須為符合香港聯合交易所有限公司證券上市規則（「上市規則」，經不 時修訂）不時規定的獨立性要求的獨立非執行董事。委員會成員中須最少有一名具 備上市規則第3.10(2)條規定之適當的專業資格，或具備適當的會計或相關的財務 管理專長的獨立非執行董事。 2.2 董事會須委任委員會的一名成員（須為獨立非執行董事）擔任主席 ...

開曼群島《公司法》（經修訂） 股份有限公司 JINGDONG Industrials, Inc. 京東工業股份有限公司 之 經第四次修訂及重述之組織章程大綱及章程細則 （經於2025年11月27日通過的特別決議案有條件地採納並於2025年12月11日生效） 本文件的英文版為正式版本，如本文件中、英文版有任何差異或不一致，概以本文件的英文版為準。 開曼群島《公司法》（經修訂） 股份有限公司 JINGDONG Industrials, Inc. 京東工業股份有限公司 之 經第四次修訂及重述之組織章程大綱 （經於2025年11月27日通過的特別決議案有條件地採納並於2025年12月11日生效） 開曼群島《公司法》（經修訂） 股份有限公司 JINGDONG Industrials, Inc. 京東工業股份有限公司 之 經第四次修訂及重述之組織章程大綱 目錄 | 標題 | | 頁次 | | --- | --- | --- | | 1 | 摒除表A | 1 | | 2 | 釋義 | 1 | | 3 | 股本及權利的更改 | 6 | | 4 | 股東名冊及股票 | 9 | | 5 | 留置權 | 12 | | 6 | 催繳 ...

Core Viewpoint - JD's supply chain technology subsidiary raised HKD 29.8 billion (USD 3.83 million) through its IPO, pricing at the mid-range of the guidance [1] Group 1: IPO Details - JD Industrial issued 211.2 million shares at HKD 14.1 per share [1] - The IPO proceeds will be used to enhance industrial supply chain capabilities, including AI-related technologies, and to support business expansion, investments, and acquisitions [1] - The company plans to list on December 11, following approval from the China Securities Regulatory Commission in September 2023 [1] Group 2: Strategic Rationale - JD stated that spinning off JD Industrial for listing would better reflect the business's value and allow direct access to equity and debt capital markets [1] - JD also sought to spin off JD Production for listing but has not yet received approval from the China Securities Regulatory Commission [1] Group 3: Underwriters - The joint sponsors for this transaction include Bank of America, UBS, Goldman Sachs, and Haitong International [1]

Core Insights - JD Group is focusing on supply chain innovation, avoiding unrelated business ventures, as indicated by its founder Liu Qiangdong ahead of the 618 shopping festival [1] - JD Industrial has initiated a proprietary brand cooperation strategy with leading manufacturing companies, including Jiangjing Fire Technology Co., Ltd., to enhance its supply chain capabilities [1] Group 1: Partnership Development - Jiangjing Fire, a well-established manufacturer with 46 years of history, is one of the largest fire extinguisher producers in China, but has faced challenges in marketing and brand promotion [3] - The partnership between JD Industrial and Jiangjing Fire evolved from a self-operated store model to a proprietary production line model, enhancing collaboration and order stability [4][5] - JD Industrial's commitment to providing a two-year order forecast of 100 million yuan has enabled Jiangjing Fire to invest in upgrading its production lines to fully automated systems [5][7] Group 2: Production and Quality Enhancement - The collaboration has led to significant improvements in production efficiency, with daily output capacity for fire extinguisher tanks increasing from 10,000 to 20,000 units due to automation [7] - JD Industrial's data-driven approach allows for accurate production forecasting, transforming the traditional reactive manufacturing process into a more proactive one [7][8] - The partnership has also extended to product development, with Jiangjing Fire working on specialized fire extinguishers for electric vehicles, leveraging JD's market insights [8] Group 3: Brand Strategy and Market Positioning - The next phase of collaboration focuses on brand enhancement, with JD Industrial's proprietary brands "Hui Xiang" and "Fa Li Chuang" targeting different market segments [8][9] - JD Industrial emphasizes quality as a fundamental criterion for selecting partners, ensuring that their standards exceed national regulations [9][11] - The partnership is characterized by mutual growth, with JD Industrial enhancing its supply chain control and Jiangjing Fire improving its service capabilities through JD's distribution network [11][12] Group 4: Industry Evolution - The collaboration represents a shift from traditional platform-manufacturer dynamics to a more complementary and symbiotic relationship [12][13] - JD Industrial's strategy of deepening its engagement with upstream manufacturing is exemplified by its work with Jiangjing Fire, showcasing a new model of industrial collaboration [13][14]

Core Viewpoint - JD Industrial, a subsidiary of JD Group, has officially launched its global offering, marking the expansion of JD's ecosystem. The company plans to list on the Hong Kong Stock Exchange on December 11, 2025, with an expected price range of HKD 12.7-15.5 per share, raising approximately HKD 26.8-32.7 billion in the base offering [1][13]. Group 1: IPO Process and Market Expectations - The IPO process for JD Industrial has taken nearly three years, facing challenges such as a valuation discount of nearly 20% compared to its last funding round and a reliance on existing shareholders for cornerstone investments [1][2][13]. - Initial market expectations projected an IPO size of USD 1 billion, but the current offering size is significantly lower, with a base offering expected to raise only about USD 4.2 billion [2][15]. - The company’s valuation has decreased from USD 67 billion during its last funding round to a projected market cap of USD 54 billion at the upper end of the current offering price [3][15]. Group 2: Financial Performance - JD Industrial has shown strong revenue growth, with a compound annual growth rate (CAGR) of 20.1% from 2022 to 2024, and revenues of CNY 141.35 billion, CNY 173.36 billion, and CNY 203.98 billion for those years, respectively [4][17]. - The company has transitioned from losses to profitability, achieving a net profit of CNY 0.05 billion in 2023 and CNY 7.62 billion in 2024, with continued profitability in the first half of 2025 [4][17]. Group 3: Valuation Concerns - Despite improving profitability, JD Industrial's price-to-earnings (P/E) ratio is significantly higher than industry averages, with a projected P/E of 60.1x for 2024, compared to around 30x for comparable companies in the MRO sector [5][18]. - The high valuation has raised concerns among investors, limiting enthusiasm for participation in the IPO [5][20]. Group 4: Investor Composition and Market Sentiment - The cornerstone investor base for the IPO is heavily reliant on existing shareholders, with 49.3% of the base offering covered by investments from M&G Investment and CPE, both of which are existing shareholders [7][20]. - The lack of high-quality new investors, such as sovereign wealth funds or large public funds, indicates limited market confidence in the company's high valuation [7][20]. Group 5: Business Structure and Dependency - JD Industrial faces challenges related to its profit margin structure, with low margins on product sales (10%-13%) compared to high margins on service revenues (over 92%), which remain a small portion of total revenue [10][23]. - The company has a significant dependency on JD Group, with a substantial portion of its revenue and procurement linked to the parent company, raising concerns about its operational independence [11][24].

Group 1: Core Business Strategy - JD Industrial plans to strengthen its product offerings and leverage data from leading manufacturers for training [1] - The international business is a significant growth avenue for JD Industrial, with Southeast Asia identified as the first target market for overseas expansion starting in 2024 [1] - JD Industrial has established a presence in markets such as Brazil, Thailand, Indonesia, Malaysia, Vietnam, and Saudi Arabia, and is also beginning to expand into Europe [1] Group 2: Challenges in International Expansion - The primary challenges for JD Industrial's internationalization include local tax and legal compliance, as well as building partnerships with local ecosystem players [2] - Recruiting suitable local talent is essential for understanding the nuances of the local market [2] - JD Industrial's international business is one of the least dependent on JD's existing resources, requiring tailored business models for each market based on local supply chains and regulations [2] Group 3: Development of Large Models - JD Industrial has made progress in developing large models, with the launch of JoyIndustrial, the first industrial model focused on supply chains, utilizing over 81.1 million SKU data points [2] - The core of the large model is centered around data and scenarios, aiming to identify valuable use cases and accumulate comprehensive data across the supply chain [2] - There is a strong demand from clients for large models, particularly in the product sector, indicating a focus on enhancing supply chain efficiency [3] Group 4: Operational Efficiency - JD Industrial's collaboration with clients, such as XCMG Group, has significantly reduced procurement cycles for non-production materials to within 3-5 days, demonstrating improved cost efficiency [3] - Previously, the procurement process for urgently needed tools could take up to 20 days, highlighting the efficiency gains achieved through digitalization [3]

Core Insights - The collaboration between JD Industrial and Jiangjing Fire Protection highlights the importance of packaging innovation in addressing customer complaints and enhancing product quality [3][5][15] Group 1: Packaging Innovation - Jiangjing Fire Protection faced complaints regarding the packaging of fire extinguishers, particularly issues like dents, rust, and damaged pressure indicators during online sales [5][6] - Traditional packaging methods were inadequate for online sales, leading to customer dissatisfaction and increased return rates [5][6] - JD Industrial provided a solution by suggesting a foam cover that not only protects the product but also simplifies the production process and reduces costs [6][8][9] Group 2: Customer-Centric Approach - The partnership with JD Industrial allowed Jiangjing Fire Protection to shift its innovation focus from purely technical improvements to addressing customer pain points, such as packaging [9][15] - JD Industrial analyzed customer feedback and identified key concerns, leading to the development of a tailored packaging solution that significantly reduced complaint rates [6][9] Group 3: Strategic Collaboration - Jiangjing Fire Protection became a dedicated production line for JD Industrial's private brand "Huixiang," which enhances customer trust and increases repurchase rates [11][12] - The collaboration model between JD Industrial and manufacturing firms emphasizes stable orders and clear demand forecasts, enabling manufacturers to invest in automation and process innovation [12][13] - This partnership not only improves operational efficiency but also helps in differentiating products in a competitive market, leading to cost reductions for customers [12][13]

Core Viewpoint - JD Industrial plans to globally issue 211 million shares with a price range of HKD 12.7 to HKD 15.5 per share, aiming to enhance its industrial supply chain capabilities and expand its market presence [1][4][5]. Company Overview - JD Industrial is a leading provider of industrial supply chain technology and services in China, offering a comprehensive digitalized supply chain solution called "Taipu" that integrates products and services [1][5]. - The company has established a robust end-to-end digital infrastructure for supply chain management, covering procurement, fulfillment, and operations [1][6]. Market Position - According to market data, JD Industrial holds a 4.1% market share in China's industrial supply chain technology and services market, making it the largest service provider in this sector as of 2024 [1][5]. - The company's revenue is projected to grow from approximately CNY 14.1 billion in 2022 to CNY 20.4 billion in 2024, reflecting a compound annual growth rate (CAGR) of 20.1% [1][5]. Product Offering - As of June 30, 2025, JD Industrial offers around 81.1 million SKUs across 80 product categories, sourced from approximately 158,000 manufacturers, distributors, and agents [2][5]. Industry Trends - The Chinese industrial supply chain market is characterized by high fragmentation and inefficiencies, with a digital penetration rate of only 6.2% in 2024, expected to rise to 8.2% by 2029 [2][6]. - The market size for industrial supply chain technology and services is anticipated to grow from CNY 7 trillion in 2024 to CNY 11 trillion in 2029, with a CAGR of 9.8% [2][6]. Operational Model - JD Industrial has adopted a light-asset operational model, leveraging digital connections between procurement needs and inventory from distributors and manufacturers, allowing for direct shipping from suppliers to customers [3][6]. Fund Utilization - The company plans to allocate approximately 35% of the raised funds to enhance industrial supply chain capabilities, 25% for regional business expansion, 30% for potential strategic investments or acquisitions, and 10% for general corporate purposes and working capital [3][7]. Ecosystem Development - JD Group has systematically built an ecosystem around its core supply chain business, integrating various platforms in consumption, health, logistics, and industrial sectors to enhance collaboration and competitiveness [3][7].

Group 1 - JD Industrial (7618.HK) and Baoji Pharmaceutical-B (2659.HK) are available for subscription today, with no new stocks being listed [1]

Core Viewpoint - JD Industrial plans to globally offer 211 million shares with a price range of HKD 12.7 to HKD 15.5 per share, aiming to enhance its industrial supply chain capabilities and expand its market presence [1][3]. Company Overview - JD Industrial is a leading provider of industrial supply chain technology and services in China, offering a comprehensive digitalized supply chain solution called "Taipu" that integrates both digital and physical aspects [1][2]. - The company has established a vast industrial product supply network with approximately 81.1 million SKUs across 80 product categories, sourced from around 158,000 manufacturers, distributors, and agents [2]. Market Position and Growth - According to market data, JD Industrial holds a 4.1% market share in China's industrial supply chain technology and services market, projected to grow from approximately CNY 14.1 billion in 2022 to CNY 20.4 billion in 2024, reflecting a compound annual growth rate (CAGR) of 20.1% [1][2]. - The digital penetration rate in China's industrial supply chain market is expected to rise from 6.2% in 2024 to 8.2% by 2029, driving the market size from CNY 7 trillion to CNY 11 trillion, with a CAGR of 9.8% [2]. Operational Strategy - JD Industrial employs a light-asset operational model by integrating procurement needs with inventory and production capacities of distributors and manufacturers, enabling direct shipping from suppliers to customers [3]. - The company plans to allocate approximately 35% of the raised funds to enhance its industrial supply chain capabilities, 25% for regional business expansion, 30% for potential strategic investments or acquisitions, and 10% for general corporate purposes and working capital [3]. Ecosystem Development - JD Group has systematically built an ecosystem around the core business of "supply chain," covering various sectors such as consumption, health, logistics, and industry, which enhances its competitive edge against industry fluctuations [3].