北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员资格、 会议表决程序及表决结果的合法性发表意见，不对本次会议所审议的议案内容及该等议 案所表述的事实或数据的真实性、准确性和完整性发表意见； 2．本所律师无法对网络投票过程进行见证，参与本次会议网络投票的股东资格、 网络投票结果均由相应的证券交易所交易系统和互联网投票系统予以认证； 1 关于三丰智能装备集团股份有限公司 2025 年第一次临时股东大会的 法律意见书 国枫律股字[2025]A0464 号 致：三丰智能装备集团股份有限公司（"贵公司"或"三丰智能"） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2025 年第一次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《 ...

证券代码：300276 证券简称：三丰智能 公告编号：2025-032 三丰智能装备集团股份有限公司 特别提示： 1、本次股东大会没有出现否决议案的情形。 2、本次股东大会不涉及变更前次股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、会议召开时间： （1）现场会议召开时间：2025年9月16日（星期二）14：30。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时间为： 2025年9月16日9：15-9：25，9:30-11:30，13:00-15:00；通过深圳证券交易所互联网 投票系统投票的具体时间为：2025年9月16日09:15-15:00期间的任意时间。 2025 年第一次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 2、召开地点：黄石经济技术开发区黄金山工业新区鹏程大道98号公司六楼会议 室。 3、召开方式：现场表决与网络投票相结合的方式。 4、召集人：公司董事会。 5、主持人：公司董事、副总经理朱喆先生。公司董事长朱汉平先生因工作原因 未能主持本次股东大会，由经过半数以上董事推举的 ...

Core Viewpoint - The company emphasizes that its stock price in the secondary market is influenced by multiple factors, while it remains committed to steady operations and long-term development [1] Group 1: Company Operations - The company maintains a philosophy of steady operation and long-term development [1] - It aims to enhance its core competitiveness and overall operational level while continuously increasing its value and market recognition [1] - The overall business health of the company is reported to be stable and progressing positively [1]

Core Viewpoint - Sanfeng Intelligent (300276) reported a decline in total revenue for the first half of 2025, while net profit showed significant growth, indicating mixed financial performance [1] Financial Performance - Total revenue for the first half of 2025 was 889 million yuan, a decrease of 11.7% year-on-year [1] - Net profit attributable to shareholders reached 21.82 million yuan, an increase of 139.05% year-on-year [1] - In Q2 2025, total revenue was 600 million yuan, up 3.01% year-on-year, with net profit of 16.01 million yuan, up 1218.75% year-on-year [1] - Gross margin was 10.43%, down 7.95% year-on-year, while net margin improved to 2.73%, up 167.54% year-on-year [1] - Total operating expenses (selling, administrative, and financial) amounted to 64.26 million yuan, accounting for 7.22% of revenue, a decrease of 2.35% year-on-year [1] Balance Sheet and Cash Flow - Accounts receivable was significant, with a ratio to net profit of 1411.72% [1][2] - Cash and cash equivalents decreased to 243 million yuan, down 7.46% year-on-year [1] - Interest-bearing debt was reduced to 90.44 million yuan, a decrease of 49.12% year-on-year [1] - Operating cash flow per share improved to 0.01 yuan, up 109.06% year-on-year [1] Investment Metrics - Return on Invested Capital (ROIC) for the previous year was 1.75%, indicating weak capital returns [1] - The historical median ROIC over the past decade was 2.95%, with a notably poor performance in 2020 at -40.04% [1] - The company has reported losses in two of the past thirteen annual reports, suggesting a fragile business model [1] Business Model and Market Position - The company's performance is primarily driven by research and marketing efforts, necessitating a deeper analysis of these underlying factors [2] - Recommendations include monitoring cash flow status, accounts receivable, and inventory levels, with specific ratios indicating potential concerns [2] Fund Holdings - The largest fund holding Sanfeng Intelligent is the E Fund National Robot Industry ETF, with 4.7381 million shares newly added to its top ten holdings [3] - Other funds such as the Invesco Great Wall National Robot Industry ETF and Huashan National Robot Industry Index Fund also entered the top ten holdings [3]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 16, 2025, at 14:30 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange systems [2] Voting Procedures - Shareholders can choose either in-person voting or online voting, but not both; duplicate votes will be counted as the first valid vote [2] - The online voting will be available from 9:15 to 15:00 on the day of the meeting [6] Eligibility and Registration - Only shareholders registered by the close of trading on September 9, 2025, are eligible to attend and vote [2] - Registration procedures for both corporate and individual shareholders are outlined, requiring specific documentation [4] Agenda Items - The meeting will discuss several proposals, including amendments to the company's stock management system [3][4] - Certain proposals require a two-thirds majority for approval, while others need a simple majority [4] Additional Information - Contact details for meeting inquiries are provided, including a contact person and communication methods [5]

Group 1 - The meeting of the fifth supervisory board of Sanfeng Intelligent Equipment Group Co., Ltd. was held on August 28, 2025, via communication voting, in compliance with relevant laws and regulations [1][2] - The supervisory board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [1][2]

Meeting Details - The fifth meeting of the board of directors of Sanfeng Intelligent Equipment Group Co., Ltd. was held on August 28, 2025, with all 9 directors present [1] - The meeting was convened in accordance with the Company Law of the People's Republic of China and relevant regulations [1] Resolutions Passed - The board approved the 2025 semi-annual report and its summary, confirming that the report is true, accurate, and complete without any false records or misleading statements [2][3] - The board approved a proposal to change the registered address from "398 Jinshan Avenue, Huangshi Economic and Technological Development Zone" to "98 Pengcheng Avenue, Jinyang Street, Daye City, Huangshi, Hubei Province" [2][3] - The board decided to amend the company’s articles of association, eliminating the supervisory board and transferring its powers to the audit committee of the board [2][3] - The board approved amendments to certain governance systems to align with the latest legal requirements and improve corporate governance [3][4] - The board proposed to hold the first extraordinary general meeting of 2025 on September 16, 2025 [4][5] Voting Results - All resolutions were passed with unanimous support, receiving 9 votes in favor, 0 against, and 0 abstentions [2][3][4]

Core Insights - The company reported a total revenue of 890 million yuan for the first half of 2025, a decrease of 118 million yuan compared to the same period last year, representing a year-on-year decline of 11.70% [1] - The net profit attributable to shareholders was 21.82 million yuan, ranking 40th among disclosed peers [1] - The net cash inflow from operating activities was 11.57 million yuan, ranking 44th among disclosed peers [1] Financial Ratios - The latest debt-to-asset ratio is 52.71%, ranking 65th among disclosed peers [3] - The latest gross profit margin is 10.43%, ranking 76th among disclosed peers, which is a decrease of 4.33 percentage points from the previous quarter and a decrease of 2.21 percentage points from the same period last year [3] - The latest return on equity (ROE) is 1.11%, ranking 48th among disclosed peers [3] - The diluted earnings per share are 0.02 yuan, ranking 58th among disclosed peers [3] - The latest total asset turnover ratio is 0.21 times, a decrease of 0.01 times compared to the same period last year, representing a year-on-year decline of 2.63% [3] - The latest inventory turnover ratio is 0.36 times, ranking 72nd among disclosed peers [3]

Core Points - Company announced a board meeting on August 28, 2025, to discuss changes to its registered address and amendments to the Articles of Association [1] Group 1: Change of Registered Address - The registered address will be changed from "No. 398, Jinshan Avenue, Huangshi Economic and Technological Development Zone" to "No. 98, Pengcheng Avenue, Jinyang Street, Daye City, Huangshi, Hubei Province" to meet the company's development needs [2] Group 2: Amendments to Articles of Association - The company plans to amend its Articles of Association to enhance operational standards and governance structure, including the removal of the supervisory board, with its functions transferred to the audit committee of the board [3] - Specific amendments include: - Clarification of employee rights and responsibilities for damages caused by the legal representative [4] - Definition of senior management roles and responsibilities [4] - Detailed provisions regarding the issuance and transfer of shares, including conditions and pricing [4] - Enhanced standards for the convening and decision-making processes of the shareholders' meeting [4] - Specification of qualifications and duties for board members, including independent directors [4] - Adjustments to financial reporting and profit distribution regulations [4] - The proposed changes will be submitted for approval at the shareholders' meeting, with management authorized to handle the necessary registration and documentation [4]

Group 1 - The core viewpoint of the article is that Sanfeng Intelligent (SZ 300276) held its 13th meeting of the fifth board of directors on August 28, 2025, to review the proposal for revising the "Audit Committee Work Rules" [1] - For the fiscal year 2024, Sanfeng Intelligent's revenue composition is as follows: Automotive accounts for 74.69%, Other accounts for 13.48%, Engineering Machinery accounts for 8.21%, and Trade accounts for 3.61% [1] - As of the time of reporting, Sanfeng Intelligent has a market capitalization of 15.3 billion yuan [1]