东杰智能科技集团股份有限公司 章 程 2025 年 4 月 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案和通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 董事会 第一节 董事 第二节 董事会 第三节 董事会专门委员会 第六章 高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第三节 监事会决议 第八章 党支部 第九章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 利润分配 第三节 内部审计 第四节 会计师事务所的聘任 第十章 控股股东及其关联方行为规范 第十一章 绩效及履职评价 第十二章 薪酬与激励 第十三章 信息披露 第十四章 通知与公告 第一节 通知 第二节 公告 第十五章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十六章 修改章程 第十七章 附则 第一章 总则 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为， ...

东杰智能（300486）公告，2025年第一季度营收为2.6亿元，同比增长22.65%；净利润为413.55万元， 同比增长164.42%。 ...

东杰智能（300486）公告，公司及相关人员近日收到山西证监局出具的行政监管措施决定书。公司存在 应收款项减值损失计提不充分、未及时披露"东杰转债"转股价格修正条件等问题，违反了相关规定。山 西证监局决定对公司采取责令改正并出具警示函的监管措施，并记入证券期货市场诚信档案。公司将采 取有效措施整改，并于2025年4月30日前报送书面整改报告。 ...

东杰智能（300486）公告，2024年营业收入为8.07亿元，同比下降7.41%。归属于上市公司股东的净亏 损2.57亿元，去年同期净亏损2.43亿元。公司计划不派发现金红利，不送红股，不以公积金转增股本。 ...

Financial Performance - The company's revenue for Q1 2025 was CNY 259,509,426.96, representing a 22.65% increase compared to CNY 211,593,106.42 in the same period last year[5] - Net profit attributable to shareholders was CNY 4,135,468.46, a significant turnaround from a loss of CNY 6,419,668.47, marking a 164.42% improvement[5] - Basic and diluted earnings per share improved to CNY 0.01 from CNY -0.02, reflecting a 150.00% increase[5] - Total operating revenue for the current period reached CNY 259,509,426.96, an increase of 22.6% compared to CNY 211,593,106.42 in the previous period[20] - Net profit for the current period was CNY 4,135,166.06, a significant recovery from a net loss of CNY 6,398,920.88 in the previous period[21] - The total comprehensive income for the period was 4,244,501.78, compared to a loss of 6,389,845.17 in the previous period[22] - Basic and diluted earnings per share were both 0.01, recovering from a loss of 0.02 in the previous period[22] Cash Flow - The net cash flow from operating activities was negative at CNY -178,960,662.48, worsening by 151.69% compared to CNY -71,104,550.91 in the previous year[5] - The company's cash flow from operating activities showed improvement, contributing positively to the overall financial health[20] - Cash flow from operating activities showed a net outflow of -178,960,662.48, worsening from -71,104,550.91 in the previous period[25] - Cash inflow from investment activities was 20,670,085.59, significantly lower than 30,312.27 in the previous period[25] - Cash flow from financing activities resulted in a net inflow of 90,552,876.11, an increase from 18,793,919.53 in the previous period[25] - The ending cash and cash equivalents balance was 223,841,625.20, down from 342,074,312.32 in the previous period[25] - The company received cash from sales of 139,576,988.50, an increase from 127,743,095.25 in the previous period[24] - Total cash outflow for operating activities was 325,585,879.65, compared to 207,012,196.26 in the previous period[25] - The company reported a decrease in cash received from tax refunds to 364,576.60 from 1,164,127.80 in the previous period[25] Assets and Liabilities - Total assets decreased by 2.01% to CNY 2,961,166,227.57 from CNY 3,021,802,257.30 at the end of the previous year[5] - Current liabilities totaled CNY 1,069,612,910.15, down from CNY 1,219,962,077.72, indicating a reduction of 12.3%[19] - Non-current liabilities increased to CNY 743,784,672.09 from CNY 658,884,544.10, marking an increase of 12.9%[19] - The company's total equity rose to CNY 1,147,768,645.33 from CNY 1,142,955,635.48, reflecting a growth of 0.5%[19] Shareholder Information - Total number of common shareholders at the end of the reporting period is 24,487[12] - The largest shareholder, Zibo Jiangtu Hengsong Holding Co., Ltd., holds 29.35% of shares, totaling 119,659,940 shares, with 59,829,970 shares pledged[12] - The top ten shareholders hold a combined total of 29.35% of the company's shares, indicating a concentrated ownership structure[12] - The number of shares with limited sales conditions held by major shareholders includes 10,721,009 shares held by Liang Yansheng, which are pledged[14] - The company has a total of 11,573,190 shares under lock-up conditions, with various executives having shares that will be released gradually[15] - The company has no preferred shareholders or major changes in the number of preferred shareholders[14] Operational Highlights - The company reported a 377.12% increase in other receivables, amounting to CNY 123,729,151.41, primarily due to an increase in performance guarantees[7] - Financial expenses rose by 33.95% to CNY 6,992,319.69, mainly due to increased loan interest[8] - The company recorded a 530.39% increase in cash payments related to operating activities, totaling CNY 139,946,265.39, attributed to contract performance guarantees[9] - Cash received from investment activities was CNY 20,060,337.54, marking a 100.00% increase due to the redemption of financial products[9] - The company received CNY 92,000,000.00 from financing activities, representing a 100.00% increase primarily from bill discounts[10] - Research and development expenses were CNY 7,229,412.57, a decrease from CNY 8,453,489.49, indicating a reduction of 14.5%[21] - The company reported a significant increase in sales expenses, which totaled CNY 5,226,397.80 compared to CNY 6,887,782.77 in the previous period[21] - The company plans to establish wholly-owned subsidiaries in the United States and Germany to enhance international competitiveness and service capabilities[16] - The company has initiated plans for market expansion through the establishment of subsidiaries, aiming for long-term strategic development[16] - The company did not execute any mergers or acquisitions during the reporting period[26]

Financial Performance - The company reported a revenue of 807.373 million RMB, a year-on-year decrease of 7.41%[3] - The net profit attributable to shareholders was -257.2693 million RMB, primarily due to weak demand from downstream customers, intensified industry competition, and cost overruns on certain projects[3] - The company's operating revenue for 2024 was ¥807,372,954.16, a decrease of 7.41% compared to ¥871,976,373.75 in 2023[22] - The net profit attributable to shareholders for 2024 was -¥257,269,335.64, reflecting a decline of 6.03% from -¥248,435,777.41 in 2023[22] - The company's non-operating income totaled 9,128,548.62 in 2024, a significant decrease of 75.7% compared to 36,984,620.84 in 2023[30] - The total assets at the end of 2024 amounted to ¥3,021,802,257.30, a decrease of 10.06% from ¥3,359,721,550.48 at the end of 2023[22] - The net assets attributable to shareholders decreased by 18.29% to ¥1,141,549,505.85 in 2024 from ¥1,397,087,374.22 in 2023[22] - The company reported a basic earnings per share of -¥0.63 for 2024, down 5.00% from -¥0.61 in 2023[22] Cash Flow and Investment - Despite significant operational pressure, the company improved its net cash flow from operating activities by 65.19% year-on-year, demonstrating strong risk management capabilities[3] - The net cash flow from operating activities for 2024 was ¥72,061,749.30, an increase of 65.19% compared to ¥207,038,330.96 in 2023[22] - The net cash flow from investment activities dropped by 160.41%, from ¥79,053,747.49 in 2023 to -¥47,754,818.17 in 2024[170] - The total cash inflow from financing activities increased by 31.95%, from ¥360,194,486.02 in 2023 to ¥475,278,218.53 in 2024[171] - The company's cash and cash equivalents decreased by 2.32% from 17.44% of total assets at the beginning of 2024 to 15.12% at the end of 2024[172] - The company has no securities investments during the reporting period[178] - The company has ongoing significant non-equity investments, including a project in intelligent equipment with a total investment of 47,450,000 yuan[177] Strategic Plans and Future Outlook - Future risks and development outlook are detailed in the management discussion and analysis section of the report[3] - The company plans not to distribute cash dividends, issue bonus shares, or increase share capital from reserves[4] - The company plans to use idle raised funds of 100 million yuan to temporarily supplement working capital, with a repayment period not exceeding 12 months[191] - The company aims to expand its market share in Southeast Asia, North America, and Europe, focusing on cross-border e-commerce logistics projects[198] - The company will deepen cooperation with leading enterprises in key industries such as steel, automotive, new energy, and medical logistics in 2025[197] - The company plans to increase R&D investment in smart warehousing, industrial automation, and AI in 2025[199] Technological Innovations - The company is focusing on providing comprehensive "logistics + information flow" solutions, including smart production and logistics systems[45] - The company has developed an intelligent logistics warehousing system that integrates various technologies, including AGV systems and machine vision systems, to enhance material flow efficiency[54] - The company is focusing on green technology innovations, aiming to integrate low-carbon solutions into its products, thereby enhancing its competitive edge in the logistics sector[92] - The company is developing a digital twin platform prototype aimed at enhancing the design and manufacturing lifecycle of complex equipment, with ongoing practical application verification[158] - The company is implementing a 5G-enabled intelligent warehouse system to address network instability and latency issues, significantly improving warehouse automation levels[166] Market and Customer Relations - The company’s top five customers contributed ¥304,544,486.28 in sales, representing 37.72% of total annual sales[154] - The top five suppliers accounted for a total procurement amount of ¥142,614,848.08, which is 21.37% of the annual total procurement[155] - The company emphasizes maintaining flexible payment terms for clients to foster good relationships, despite longer-than-expected payment cycles[107] Research and Development - R&D expenses grew by 5.62% to ¥42,740,908.26, indicating a continued investment in innovation[157] - The number of R&D personnel decreased by 6.28% from 207 in 2023 to 194 in 2024, while the proportion of R&D personnel increased from 39.13% to 40.76%[168] - The company is continuously innovating its intelligent warehousing and conveying systems to maintain competitive advantages in the market[163] Project Management and Execution - The company has delayed the completion date for the digital workshop construction project to October 2024 and the Shenzhen Dongjie Intelligent Technology Research Institute project to June 2024 due to various objective factors, including macroeconomic fluctuations[186] - The actual investment progress of the fundraising projects has been delayed compared to the original plan, primarily due to industry downturns and changes in customer structure and regional distribution[186] - The cumulative investment amount for the digital workshop project is 32.9 million, with a progress rate of 5% as of the latest report[186] Financial Management - The company has implemented a quality management system (ISO9001) and environmental management system (ISO14001), ensuring high standards in production and operations[126] - The company raised a total of RMB 57,000.00 million through the issuance of convertible bonds, with a net amount of RMB 55,920.61 million after deducting underwriting fees and other expenses[181] - The company has not yet utilized a significant portion of the raised funds, indicating potential for future investment opportunities[182]

东杰智能（300486）公告，公司计划通过公开挂牌方式转让持有的深圳菁英时代基金管理股份有限公司 1.7371%股权，挂牌价不低于2350万元。此举旨在优化资源配置、聚焦核心业务。由于交易为公开挂牌 转让，受让方和交易价格尚未确定，存在不确定性。菁英时代2024年资产总额4.33亿元，负债总额2.38 亿元，营业收入为0，净利润-357.83万元。 ...

| 证券代码：300486 | 证券简称：东杰智能 | 公告编号：2025-036 | | --- | --- | --- | | 债券代码：123162 | 债券简称：东杰转债 | | 东杰智能科技集团股份有限公司 关于公开挂牌转让参股公司股权的公告 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。 特别提示： 1、东杰智能科技集团股份有限公司（以下简称"公司"）基于优化资源配 置、聚焦核心业务的目的，拟将公司持有深圳菁英时代基金管理股份有限公司 （"菁英时代"）1.7371%的股权进行公开挂牌转让（"本次交易"）。 2、本次出售标的资产的方式为公开挂牌转让，因此最终的受让方、转让价 格尚无法确定，能否转让成功以及对公司业绩的影响存在不确定性。 3、本次挂牌转让资产不构成《上市公司重大资产重组管理办法》规定的重 大资产重组。由于受让方尚未确定，目前无法确定是否构成关联交易。 4、公司将按照深圳证券交易所的有关规定对本次挂牌转让资产的进展情况 及时履行必要的审批程序和信息披露义务，本次挂牌转让资产相关事项存在不确 定性，敬请广大投资者注意投资风险。 一、交易概述 ...

Core Viewpoint - Dongjie Intelligent received a regulatory letter from the Shenzhen Stock Exchange due to insufficient provision for impairment losses on accounts receivable, leading to inaccurate financial disclosures in annual reports [1] Summary by Relevant Categories Regulatory Issues - The company violated relevant regulations regarding financial information disclosure [1] - Key personnel including the former chairman, general manager, board secretary, and financial director failed to fulfill their duties and obligations of honesty and diligence [1] Company Response - The company is urged to take the issues seriously, learn from the mistakes, and implement timely rectifications to prevent recurrence of similar problems [1]

东杰智能（300486）公告，公司因对部分客户应收款项减值损失计提不充分，导致相关年度报告财务信 息披露不准确，违反了《创业板股票上市规则》的相关规定。深圳证券交易所对公司及时任董事长娄 刚、时任总经理蔺万焕、董事会秘书张新海、财务总监张路发出监管函，指出上述人员未能履行诚信勤 勉义务，违反了相关规定。深交所要求公司及相关人员充分重视问题，及时整改，杜绝类似问题再次发 生。 ...