Summary of Key Points Core Viewpoint Ningbo Jifeng Auto Parts Co., Ltd. has reported on the status of its fundraising activities for the year 2024, detailing the total amount raised, the allocation of funds to various projects, and the management of these funds to ensure compliance with regulatory requirements. Fundraising Overview - The company raised a total of RMB 118,300.00 million by issuing 100,000,000 shares at a price of RMB 11.83 per share, with net proceeds amounting to RMB 116,318.32 million after deducting issuance costs of RMB 1,981.68 million [1][2]. - All funds were received by April 10, 2024, and verified by a certified public accountant [2]. Fund Allocation and Project Updates - The funds are allocated primarily to the project of developing and manufacturing 10 million automotive air outlets, with a total investment of RMB 240,314.61 million [3]. - The company has adjusted the investment amounts for various projects and has added new project implementation entities and locations, which were approved in board meetings [3][4]. Fund Management and Current Balances - As of December 31, 2024, the company has a cash management balance of RMB 41,000.00 million and a special account balance of RMB 1,500.77 million [5]. - The total amount of funds used so far is RMB 74,489.31 million, with additional income from cash management of RMB 590.79 million [5][6]. Compliance and Reporting - The company has established a fundraising management system to ensure the proper use of funds, in accordance with relevant laws and regulations [5]. - The company has signed storage and supervision agreements with several banks to ensure compliance with fundraising regulations [4][7]. - The independent auditor has confirmed that the fundraising activities and fund usage comply with regulatory requirements, with no violations reported [6][7]. Project Changes and Future Plans - The company has made changes to some fundraising projects, including increasing the production capacity of passenger car seats from 600,000 to 800,000 units annually [6][9]. - The adjustments made to the projects are aimed at improving resource utilization and aligning with the company's overall business strategy [6].

Core Viewpoint - The company, Ningbo Jifeng Automotive Parts Co., Ltd., has announced a change in accounting policy in accordance with the Ministry of Finance's guidelines, specifically the "Compilation of Application Guidelines for Enterprise Accounting Standards (2024)" [1][2]. Summary by Sections Overview of Accounting Policy Change - The accounting policy change is based on the new guidelines issued by the Ministry of Finance, which require warranty expenses to be included in operating costs starting from January 1, 2024 [1][2]. Main Content of the Change - The company will now classify warranty expenses as part of "operating costs" instead of other categories, aligning with the updated accounting standards [2]. - The change will not affect the financial status, operating results, or cash flow of the company for the current or previous periods [1][2]. Impact of the Change - The cumulative impact on retained earnings in the earliest financial statements is zero. Adjustments for the 2023 consolidated and parent company financial statements are as follows: - Sales Expenses: Adjusted from 307,756,394.61 to 302,417,619.21 - Operating Costs: Adjusted from 18,388,847,340.14 to 18,394,186,115.54 [2]. Supervisory Board Opinion - The company's supervisory board has approved the accounting policy change, stating that it complies with legal regulations and will provide a more objective and fair representation of the company's financial status and operating results [3].

Core Viewpoint - The company plans to conduct foreign exchange hedging activities in 2025 to mitigate the impact of currency fluctuations on its financial performance, with a maximum contract value of €1.201 billion or approximately ¥9.306 billion [1][2]. Group 1: Overview of Foreign Exchange Hedging - The purpose of foreign exchange hedging is to protect the company from adverse effects of currency fluctuations on its global operations and financing costs [2]. - The maximum contract value for any trading day is set at €1.201 billion or approximately ¥9.306 billion, with the ability to roll over this amount within the authorized period [2][3]. Group 2: Funding and Transaction Methods - Funding for the hedging activities will primarily come from financial institution credit and the company's own funds, without involving raised capital [3]. - The hedging activities will include various methods such as forward contracts, swaps, options, and other foreign exchange derivatives, involving currencies like Euro, USD, Czech Koruna, and Polish Zloty [3]. Group 3: Authorization and Procedures - The board of directors will seek authorization from the shareholders' meeting to implement the hedging activities within the approved limits, with a maximum authorization period of 12 months [3]. - The proposal for the hedging activities has been approved by the board and will be submitted for shareholder approval [4]. Group 4: Risk Analysis and Control Measures - The company emphasizes that it will not engage in speculative trading and will base its hedging activities on actual business operations to mitigate currency risks [4]. - Risk control measures include clear management principles, internal procedures, and reporting systems to effectively manage and control the risks associated with foreign exchange hedging [4]. Group 5: Impact on the Company - The foreign exchange hedging activities are expected to enhance the company's ability to manage currency risk without affecting normal business operations or cash flow [4]. - The company has established a management system for foreign exchange hedging in compliance with relevant accounting standards and regulations [5].

Core Viewpoint - The company plans to utilize part of its idle raised funds for cash management by investing in high-security, liquid, principal-protected financial products, aiming to enhance fund efficiency and safeguard shareholder interests [1][2][3]. Fundraising Overview - The company has raised a total of RMB 1,183 million through the issuance of 100 million A-shares, with a net amount of RMB 1,163 million after deducting issuance costs [1]. - The funds will be managed in a dedicated account, with specific agreements in place to ensure proper oversight [2]. Cash Management Plan - The company intends to use a maximum daily balance of RMB 350 million of idle funds for cash management, allowing for rolling use within this limit [3]. - The investment will focus on safe and liquid financial products offered by banks, brokers, and trusts, such as structured deposits and large deposits [3]. - The investment period is set for up to 12 months from the board's approval date [3]. Approval Process - The board of directors approved the cash management plan without requiring shareholder meeting approval, ensuring compliance with internal governance [3][5]. - The board has authorized the chairman or a designated agent to handle related cash management tasks [3]. Risk Management - The company acknowledges potential market volatility due to macroeconomic factors but has established a robust risk management framework to ensure the safety of investments [4]. - Regular audits and assessments will be conducted to monitor the investment's performance and mitigate risks [4]. Impact on Company - The cash management initiative is designed to enhance fund utilization without affecting the ongoing fundraising projects, thereby protecting the interests of the company and its shareholders [5][6]. - The financial products will be recorded as trading financial assets or other current assets, with interest income reflected in the profit statement [4].

Core Viewpoint - The independent director of Ningbo Jifeng Automotive Parts Co., Ltd. has diligently fulfilled responsibilities in accordance with relevant laws and regulations, ensuring the protection of the legal rights of all shareholders, particularly minority shareholders [1]. Group 1: Independent Director's Basic Information - The independent director possesses the required professionalism and independence, holding no other positions within the company or its shareholder units, ensuring objective and independent professional judgment [1]. - The independent director's qualifications include being a registered accountant, asset appraiser, and tax advisor, with current roles including independent director at the company and at Ningbo Top Group Co., Ltd. [1]. Group 2: Annual Performance of the Independent Director - The independent director attended all relevant meetings, including one audit committee meeting and one special meeting for independent directors, actively participating in discussions and providing reasonable suggestions [2]. - The independent director maintained effective communication with the management team and board secretary to understand the background of various proposals, ensuring that all decisions were made legally and effectively [2]. Group 3: Communication with Internal Audit and Accounting Firms - The independent director emphasized communication with the annual audit accounting firm, participating in meetings to discuss the annual audit plan and ensuring the audit work was conducted diligently [2][3]. Group 4: Communication with Minority Shareholders - The independent director engaged with investors during the 2024 semi-annual performance briefing and monitored inquiries from minority shareholders through various communication channels, ensuring their interests were protected [3]. Group 5: Company Cooperation with Independent Director - The company maintained close contact with the independent director, providing necessary support for effective performance of duties and ensuring compliance with regulatory requirements [2]. Group 6: Key Focus Areas of the Independent Director - The independent director closely monitored related party transactions during the reporting period, concluding that these transactions adhered to principles of openness and fairness, without harming the interests of the company or its shareholders [4]. - The independent director reviewed the company's financial reports and internal control evaluations, affirming their accuracy and compliance with relevant standards [5]. - The independent director approved the reappointment of the accounting firm, recognizing its professionalism and independence in conducting the audit [6]. Group 7: Overall Evaluation and Suggestions - The independent director emphasized the importance of maintaining independence and objectivity while participating in significant decision-making processes, contributing to the company's stable and compliant operations [6].

Core Viewpoint - Ningbo Jifeng Automotive Parts Co., Ltd. announced that it will not distribute profits for the fiscal year 2024 due to a negative net profit attributed to shareholders of the listed company, amounting to -566,800,742.53 yuan [1][2] Profit Distribution Plan - The company plans to not conduct cash dividends, stock bonuses, or capital reserve transfers for the fiscal year 2024, in accordance with relevant laws and regulations [1][2] - The profit distribution proposal is subject to approval at the upcoming shareholders' meeting [2] Decision-Making Process - The board of directors convened a meeting to discuss and vote on the profit distribution plan, which aligns with the company's articles of association and previously disclosed shareholder return plans [2] - The supervisory board approved the profit distribution proposal, affirming that it complies with legal regulations and considers the long-term interests of shareholders, particularly minority shareholders [2]

Group 1 - The board of directors of Ningbo Jifeng Automotive Parts Co., Ltd. held its 16th meeting of the fifth session, with all 9 directors present, and the meeting complied with relevant laws and regulations [1][2][3] - The board approved the 2024 General Manager's Work Report and the 2024 Board Work Report, both receiving unanimous support [1][2] - The board reviewed and approved the 2024 Annual Report and its summary, which will be submitted to the shareholders' meeting for approval [1][2][3] Group 2 - The board approved the 2024 Annual Audit Report and the 2024 Financial Settlement Report, both receiving unanimous support [1][2] - The profit distribution plan for 2024 was approved, indicating no cash dividends or stock bonuses due to a net loss of approximately 566.8 million yuan attributable to shareholders [1][2] - The board approved the 2024 Internal Control Evaluation Report and the Internal Control Audit Report, both of which will be disclosed on the Shanghai Stock Exchange [1][2][3] Group 3 - The board approved the 2024 Independent Director's Work Report and the Special Assessment Report on the Independence of Independent Directors, with the latter receiving 6 votes in favor [2][3] - The board approved the reappointment of Rongcheng Accounting Firm for the 2025 financial and internal control audit [2][3] - The total remuneration for directors and senior management for 2024 was proposed at 8.1665 million yuan, considering the company's operational situation and industry standards [3][4] Group 4 - The board approved the estimated external guarantee limit for 2025 and the application for a comprehensive credit limit from banks for 2025, both requiring shareholder approval [4][5] - The board approved the proposal for foreign exchange hedging activities for 2025 and the initiation of asset pool business, both needing shareholder approval [5][6] - The board approved the increase in expected daily related transactions for 2025, which has been reviewed by independent directors [6][7] Group 5 - The board approved the Special Report on the Use of Raised Funds for 2024 and the use of idle self-owned funds for financial products in 2025 [7][8] - The board approved the management of part of the idle raised funds and changes in accounting estimates and policies, all requiring disclosure on the Shanghai Stock Exchange [8][9] - The board approved the proposal for the postponement of certain fundraising projects and the convening of the 2024 Annual Shareholders' Meeting [9][10]

证券代码：603997 证券简称：继峰股份 公告编号：2025-027 转债代码：110801 转债简称：继峰定 01 宁波继峰汽车零部件股份有限公司 关于召开 2024 年年度股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 重要内容提示： 一、 召开会议的基本情况 (一)股东大会类型和届次 2024 年年度股东大会 (二)股东大会召集人：董事会 股东大会召开日期：2025年4月28日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票系统 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 4 月 28 日 13 点 00 分 召开地点：宁波市北仑区大碶璎珞河路 17 号宁波继峰汽车零部件股份有限公司 B 栋三楼会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 4 月 28 日 至 2025 年 4 月 28 日 采 ...

| 证券代码：603997 | 证券简称：继峰股份 公告编号：2025-012 | | --- | --- | | 转债代码：110801 | 转债简称：继峰定 01 | 宁波继峰汽车零部件股份有限公司 第五届监事会第十三次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、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法律责任。 表决结果：3 票同意，0 票反对，0 票弃权。 该议案尚需提交股东大会审议。 （二）审议通过《关于公司<2024 年年度报告>全文及其摘要的议案》 一、监事会会议召开情况 具体内容详见公司同日于上海证券交易所网站（http://www.sse.com.cn/）披 露的《宁波继峰汽车零部件股份有限公司 2024 年年度报告》及其摘要。 2025 年 3 月 28 日，宁波继峰汽车零部件股份有限公司（以下简称"公司"） 第五届监事会第十三次会议在公司会议室以现场表决的方式召开。应出席监事 3 人，实际出席监事 3 人。监事会主席张鹏先生主持了本次会议，董事会秘书、证 券事务代表列席了会议。本次会议通知于 2025 年 3 月 18 日发出。会议的召集 ...

第五届董事会第十六次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 一、董事会会议召开情况 2025 年 3 月 28 日，宁波继峰汽车零部件股份有限公司（以下简称"公司"） 第五届董事会第十六次会议以现场结合通讯表决的方式在公司会议室召开。本次会 议应出席董事 9 人，实际出席董事 9 人，其中王继民先生、冯巅先生、张思俊先生、 王民权先生、赵香球女士以视频接入的通讯方式参加会议。会议由董事长王义平先 生召集主持，公司监事列席了会议。本次会议通知于 2025 年 3 月 18 日发出。会议 的召集、召开符合《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》等相关法律法规及《公司章程》的有关规定。 二、董事会会议审议情况 （一）审议通过《关于公司 2024 年度总经理工作报告的议案》 表决结果：同意 9 票，反对 0 票，弃权 0 票。 （二）审议通过《关于公司 2024 年度董事会工作报告的议案》 表决结果：同意 9 票，反对 0 票，弃权 0 票。 证券代码：603997 证券简称 ...