广东领益智造股份有限公司 信息披露管理办法 广东领益智造股份有限公司 （2025 年 6 月） 第一章 总则 第一条 为规范广东领益智造股份有限公司（以下简称"公司"）的信息披露行为，加强 信息披露事务管理，促进公司规范运作，保护公司、股东、债权人及其他利益相关人的合法 权益，根据《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》（以下简称"《证券法》"）、《深圳证券交易所股票上市规则》（以下简称"《股票上市 规则》"）、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 （以下简称"《规范运作指引》"）、《上市公司信息披露管理办法》（以下简称"《信息披露 管理办法》"）《深圳证券交易所上市公司自律监管指引第 5 号——信息披露事务管理》（以 下简称"《信息披露事务管理》"）等法律、行政法规、部门规章及规范性文件和《公司章程》 的有关规定和要求，结合公司实际情况，特制定本办法。 第二条 本办法所称信息披露是指公司或相关信息披露义务人按法律、行政法规、部门 规章、规范性文件、深圳证券交易所（以下简称"深交所"）其他有关规定在中国证券监督管 理委员会（以下简称"中 ...

广东领益智造股份有限公司 内幕信息知情人登记管理制度 广东领益智造股份有限公司 （2025 年 6 月） 第一章 总 则 第一条 为规范广东领益智造股份有限公司（下称"公司")的内幕信息管理，完善内外部 信息知情人管理事务，加强内幕信息保密工作，避免内幕交易，维护信息披露的公平原则， 保护广大投资者的合法权益，根据《中华人民共和国公司法》《中华人民共和国证券法》《深 圳证券交易所上市公司自律监管指引第 5 号——信息披露事务管理》《深圳证券交易所股票 上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》等有关法律、法 规、规范性文件和公司章程的有关规定，制定本制度。 第二条 公司董事会是内幕信息的管理机构，应保证内幕信息知情人档案真实、准确和 完整。 第三条 公司董事长为内幕信息管理工作的第一责任人，董事会秘书为内幕信息管理具 体工作负责人，当董事会秘书不能履行职责时，由证券事务代表代行董事会秘书的职责。证 券部具体负责公司内幕信息的日常管理工作。公司董事会应对内幕信息知情人登记管理制度 实施情况进行监督。 第 ...

广东领益智造股份有限公司 内部审计制度 广东领益智造股份有限公司 （2025 年 6 月） 第一章 总则 第一条 为规范广东领益智造股份有限公司（以下简称"公司"）内部审计工作，提高内 部审计工作质量，保护投资者合法权益，不断提高企业运营的效率及效果，依据《中华人民 共和国公司法》《中华人民共和国审计法》《审计署关于内部审计工作的规定》《深圳证券 交易所股票上市规则》《上市公司独立董事管理办法》《深圳证券交易所上市公司自律监管 指引第1号——主板上市公司规范运作》等法律、行政法规、部门规章及规范性文件以及《广 东领益智造股份有限公司公司章程》（以下简称"《公司章程》"）的有关规定和要求，结合 公司实际，制定本制度。 第二条 本制度所称被审计对象，特指公司和公司各部门、全资或控股子公司及其直属 分支机构（含控股子公司），及上述机构相关责任人员。 第三条 本制度所称内部审计，是指由公司内部机构或人员，对内部控制和风险管理的 有效性、财务信息的真实性和完整性以及经营活动的效率和效果等开展的一种评价活动。 第四条 本制度所称内部控制，是指由公司董事会、审计委员会、高级管理人员及其他 有关人员为实现下列目标而提供合理保 ...

General Principles - The management system for the shares held by the directors and senior management of Guangdong Lingyi Intelligent Manufacturing Co., Ltd. aims to strengthen the management of shareholding and changes, clarifying management procedures based on relevant laws and regulations [1][2] - This system applies to directors, senior management, and other specified individuals or organizations holding and trading the company's stocks and derivatives [1][2] Shareholding and Trading Regulations - Directors and senior management must strictly manage their personal stock accounts and are prohibited from transferring or lending their accounts to others for trading the company's stocks [2][3] - They are also prohibited from engaging in margin trading with the company's stocks as the underlying securities [2][3] Reporting and Disclosure Requirements - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely and accurate reporting of share trading activities [3][4] - Directors and senior management must report any changes in their shareholding within two trading days and disclose this information through the company's announcements [10][11] Trading Limitations - Directors and senior management are restricted from trading the company's stocks during specific periods, such as before the announcement of annual and quarterly reports [8][9] - They are also prohibited from transferring shares within one year of the company's stock listing and for six months after leaving their positions [9][10] Share Transfer Conditions - The company may impose additional conditions on the transfer of shares held by directors and senior management, such as performance assessments and lock-up periods [10][11] - Any shares that are subject to lock-up will retain their rights, such as dividend rights and voting rights, during the lock-up period [10][11] Violations and Penalties - If directors and senior management engage in illegal trading activities, the company board is required to recover any profits made from such transactions and disclose the details of the violations [12][13] - The company must also disclose any instances of non-compliance with trading regulations in its periodic reports [12][13]

General Provisions - The document outlines the work guidelines for the Secretary of the Board of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, ensuring the Secretary's responsibilities align with relevant laws and regulations [1][2] - The Secretary serves as the designated liaison between the company and the Shenzhen Stock Exchange, as well as regulatory bodies, and is accountable to the company and the Board [1][2] Qualifications for the Secretary - The Secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics and personal integrity, and must hold a qualification certificate issued by the Shenzhen Stock Exchange [2] Responsibilities of the Secretary - The Secretary is responsible for coordinating the company's information disclosure, managing investor relations, organizing board and shareholder meetings, and ensuring compliance with disclosure regulations [3][4] - The Secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the Shenzhen Stock Exchange promptly [3][4] - The Secretary is tasked with training board members and senior management on securities laws and regulations, ensuring adherence to legal obligations [4] Appointment and Dismissal Procedures - The company must appoint a new Secretary within three months of the previous Secretary's departure and must also appoint a Securities Affairs Representative to assist [5][6] - The company is required to publicly announce the appointment of the Secretary and the Securities Affairs Representative, providing necessary documentation [5] - The Secretary can be dismissed for valid reasons, and the company must report the reasons for dismissal to the Shenzhen Stock Exchange [5][6] Additional Provisions - In the event of a vacancy, the Board must designate a director or senior manager to perform the Secretary's duties temporarily [6] - The Secretary must participate in ongoing training organized by the Shenzhen Stock Exchange during their tenure [6] - The guidelines will be effective upon approval by the Board and will be interpreted by the Board [7]

Core Points - The company aims to enhance communication with investors and protect their rights, especially those of small and medium investors, by establishing a robust investor relations management system [2][3] - The investor relations management work is guided by principles of compliance, equality, proactivity, and integrity to foster a healthy market environment [4][6] - The company is committed to transparent information disclosure and improving corporate governance to maximize overall benefits for the company and its shareholders [4][5] Purpose and Principles - The purpose of investor relations management is to promote a positive relationship between the company and its investors, enhancing their understanding of the company [3] - The basic principles include compliance with laws, equal treatment of all investors, proactive engagement, and maintaining honesty and integrity in communications [6] Communication and Content - The main communication content includes the company's development strategy, legal disclosures, operational and financial information, and significant corporate events [5][6] - Various communication methods are employed, such as shareholder meetings, company websites, media interactions, and direct consultations [9][12] Management Structure - The board of directors is responsible for establishing the investor relations management system, while the board secretary oversees its implementation [11] - The investor relations department is tasked with organizing communication activities, handling investor inquiries, and maintaining relevant channels [12][13] Implementation and Training - The company is required to conduct systematic training for its personnel involved in investor relations to enhance their communication skills and understanding of relevant regulations [11][12] - A comprehensive record-keeping system for investor relations activities is established to ensure transparency and accountability [38]

Core Viewpoint - The document outlines the decision-making system for related party transactions of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, aiming to regulate such transactions, protect the rights of shareholders, especially minority investors, and ensure fairness and transparency in dealings with related parties [1][2]. Group 1: General Principles - The system is established to standardize related party transactions and enhance internal control [1]. - Related parties include both legal entities and natural persons, with specific criteria for identification [2][5]. - The company must ensure that transactions with related parties adhere to principles of honesty, fairness, and transparency [8][9]. Group 2: Related Party Transactions - Related party transactions encompass various activities, including asset purchases, financial assistance, and joint investments [5][8]. - Transactions exceeding certain monetary thresholds require board approval and must be disclosed [13][14][15]. - The company must avoid conflicts of interest by ensuring that related directors and shareholders abstain from voting on relevant matters [6][7]. Group 3: Decision-Making Procedures - Independent directors must review related party transactions, and a majority approval is required for such transactions [10][11]. - If related directors are present, they must recuse themselves from voting, ensuring that decisions are made by non-related directors [11][12]. - The company must disclose transaction details, including pricing policies and the rationale behind them, to maintain transparency [18][19]. Group 4: Disclosure Requirements - The company is obligated to disclose related party transactions in its annual and semi-annual reports, summarizing the execution of these transactions [13][14]. - Specific documentation, including agreements and board resolutions, must be submitted to the Shenzhen Stock Exchange for review [11][12]. - The company must provide detailed information about the nature of the relationships involved in the transactions [12][18]. Group 5: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with exceptions for certain joint ventures [20][21]. - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [21][22]. - The company must ensure that any guarantees provided are backed by appropriate collateral from the related parties [21]. Group 6: Miscellaneous Provisions - The document stipulates that any amendments to the system must comply with existing laws and regulations [30][31]. - The system will take effect upon approval by the board of directors and will be subject to periodic review [32][18].

领益智造（002600）公告，公司2025年员工持股计划持股规模不超过2640万股，约占公司股本总额的 0.38%。本员工持股计划的股票来源为公司回购专用证券账户回购的领益智造A股普通股股票。参与本 次员工持股计划的总人数为不超过100人，受让公司回购股票的价格为4.49元/股。 ...

Core Insights - The article highlights the journey of Lingyi iTech, which has evolved from a small company to a global leader in precision manufacturing, particularly in the consumer electronics, new energy vehicles, and robotics sectors [1][10][12] - The founder, Zeng Fangqin, emphasizes the importance of innovation and cost optimization in the company's growth, showcasing a commitment to quality and efficiency [5][10][11] Company History and Development - Lingyi iTech started as Ling Sheng Electronics in 2006, focusing on die-cutting and gradually expanding into stamping, CNC, fasteners, and assembly [3] - Zeng Fangqin transitioned from a public servant to a tech executive before founding the company, leveraging her experience to navigate the challenges of entrepreneurship [3][5] Innovation and Cost Management - The company has invested in advanced machinery, such as delta machines, to enhance production efficiency, reducing costs significantly compared to competitors [6][8] - Lingyi iTech maintains management costs below 5%, while competitors often exceed 12-15%, allowing for a competitive edge in pricing [6][8] Market Expansion and Client Relationships - The company has successfully entered the supply chains of major brands like Vivo, OPPO, and Huawei, becoming the largest manufacturer in its field [11] - Zeng Fangqin notes the challenges of meeting the high demands of North American clients, which has driven continuous improvement in production processes [8][11] Strategic Vision and Future Directions - Lingyi iTech is expanding into the new energy vehicle market and has plans to acquire Jiangsu Keda to enhance its position from Tier 2 to Tier 1 supplier [12][14] - The company is also focusing on robotics, leveraging its precision manufacturing capabilities to develop advanced robotic components [15][16] Industry Impact and Philosophy - Lingyi iTech's growth reflects a broader trend in Chinese manufacturing, showcasing a shift from merely seeking opportunities to creating value within the industry [10][16] - Zeng Fangqin articulates a vision of being a leader in intelligent manufacturing, emphasizing the importance of strategic positioning and resilience in the face of market challenges [16]

Group 1 - The core transaction involved Lingyi Zhizao (002600) executing two block trades totaling 4.9324 million shares, with a transaction value of 40.3964 million yuan, at an average price of 8.19 yuan per share, all conducted by institutional special seats [1] - The stock closed at 8.19 yuan, matching the block trade price, with a decline of 2.27%, and the total trading volume for the day was 1.548 billion yuan, with block trades accounting for 2.61% of the day's competitive trading volume [1] - Lingyi Zhizao's recent capital operations include a plan to issue convertible bonds and cash to acquire 66.46% of Jiangsu Keda, with the acquisition valued at 332 million yuan and an additional fundraising of 207 million yuan from no more than 35 specific investors [1] Group 2 - Jiangsu Keda is a first-tier supplier for major automotive companies such as Chery, BYD, and Li Auto, with projected revenues of 815 million yuan and 899 million yuan for 2023 and 2024, respectively, and a commitment to a net profit of no less than 168 million yuan from 2025 to 2027 [1] - As of June 13, Lingyi Zhizao had a total market capitalization of 57.397 billion yuan and a dynamic price-to-earnings ratio of 25.39, with a trading range of 3.10% and a turnover rate of 2.74% [1] - The automotive and low-altitude economy business of Lingyi Zhizao is expected to generate revenue of 2.117 billion yuan in 2024, reflecting a year-on-year growth of 52.90%, and the acquisition will elevate its automotive business from Tier 2 to Tier 1 supplier status, expanding its product line for interior and exterior components [1] Group 3 - Following the acceptance of the acquisition case by the Shenzhen Stock Exchange, the matter still requires approval and registration from the China Securities Regulatory Commission [2] - The domestic automotive market is experiencing a sustained recovery, with production and sales in the first five months showing a year-on-year increase of over 10%, and the new energy vehicle sector maintaining high growth, presenting development opportunities for industry chain enterprises [2]