广州信邦智能装备股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范广州信邦智能装备股份有限公司（以下简称"公司"）关 联交易行为，提高公司规范运作水平，保护公司和全体股东的合法权益，根据 《中华人民共和国公司法》（以下简称"《公司法》"）《深圳证券交易所创业 板股票上市规则》（以下简称"《上市规则》"）《深圳证券交易所上市公司 自律监管指引第 2 号——创业板上市公司规范运作》《深圳证券交易所上市公 司自律监管指引第 7 号——交易与关联交易》及《广州信邦智能装备股份有限 公司章程》（以下简称"《公司章程》"）等规定，制定本制度。 第二条 公司关联交易应当定价公允、决策程序合规、信息披露规范。公 司应当积极通过资产重组、整体上市等方式减少关联交易。 第三条 公司董事会下设的审计委员会履行公司关联交易控制和日常管理 的职责。 第四条 公司临时报告和定期报告中非财务报告部分的关联人及关联交易 的披露应当遵守《上市规则》和《公开发行证券的公司信息披露内容与格式准 则第 2 号——年度报告的内容与格式》的规定。 定期报告中财务报告部分的关联人及关联交易的披露应当遵守《企业会计 准则第 36 号——关联方披露 ...

股东会议事规则 第一章 总则 第一条 为规范广州信邦智能装备股份有限公司（以下简称"公司"）行为， 保证股东会依法行使职权，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》"）、《上市公司治理准 则》《上市公司股东会规则》《深圳证券交易所创业板股票上市规则》《深圳证券 交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等有关法 律、法规、规范性文件、深圳证券交易所业务规则和《广州信邦智能装备股份 有限公司章程》（以下简称"《公司章程》"）的规定，制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关 规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应 当勤勉尽责，确保股东会正常召开和依法行使职权。 广州信邦智能装备股份有限公司 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开 1 次， 应当于上一会计年度结束后的 6 ...

广州信邦智能装备股份有限公司 对外担保管理制度 第一章 总则 险进行评估，以作为董事会或者股东会进行决策的依据。 第六条 被担保方（指主合同债务人，下同）一般应向公司提供以下资料： （一） 企业或者个人基本资料，包括营业执照、企业章程复印件、法定代 表人身份证明、反映与本公司关联关系及其他关系的相关资料等； （二） 担保申请书，包括但不限于担保方式、期限、金额等内容； 第一条 为规范广州信邦智能装备股份有限公司（以下简称"公司"或者"本 公司"）对外担保行为，有效控制公司风险，保护公司股东和其他利益相关者 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》《中 华人民共和国民法典》等相关法律，参照《上市公司信息披露管理办法》《深 圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》《上 市公司监管指引第 8 号——上市公司资金往来、对外担保的监管要求》、《深 圳证券交易所创业板股票上市规则》（以下简称"《上市规则》"）及《广州 信邦智能装备股份有限公司章程》（以下简称"《公司章程》"）等相关文件， 并结合公司实际情况，特制定本制度。 第二条 本制度所称对外担保是指公司为他人提供 ...

广州信邦智能装备股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善广州信邦智能装备股份有限公司（以下简称"公司"） 治理结构，促进公司的规范运作，根据《中华人民共和国公司法》（以下简称 "《公司法》"）、《上市公司独立董事管理办法》（以下简称"《独董管理 办法》"）、《上市公司治理准则》《深圳证券交易所上市公司自律监管指引 第 2 号——创业板上市公司规范运作》等法律、法规、规范性文件、深圳证券 交易所业务规则和《广州信邦智能装备股份有限公司章程》（以下简称"《公 司章程》"）的相关规定，制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公司 主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进 行独立客观判断关系的董事。 第四条 独立董事应当独立公正地履行职责，不受公司及公司主要股东、实 际控制人或者其他与公司存在利害关系的单位或者个人的影响。 公司股东间或者董事间发生冲突、对公司经营管理造成重大影响的，独立董 事应当积极主动履行职责，维护公司整体利益。 第五条 独立董事最多在 3 家境内上市公司担任独立董事，并应当确保有足 够的时间和精力有效地履行 ...

广州信邦智能装备股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范广州信邦智能装备股份有限公司（以下简称"公司"或者 "本公司"）对外投资行为，防范投资风险，提高对外投资收益，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》 等有关法律、法规、规范性文件及《深圳证券交易所创业板股票上市规则》（以 下简称"《上市规则》"）、《深圳证券交易所上市公司自律监管指引第 2 号 ——创业板上市公司规范运作》《深圳证券交易所上市公司自律监管指引第 7 号——交易与关联交易》等深圳证券交易所业务规则和《广州信邦智能装备股 份有限公司章程》（以下简称"《公司章程》"）的规定，结合公司实际情况， 特制定本制度。 第二条 本制度所称对外投资，是指公司及其控股子公司在境内外进行的 下列以盈利或者保值增值为目的的投资行为： （一）证券投资，是指新股配售或者申购、证券回购、股票及存托凭证投 资、债券投资以及深圳证券交易所认定的其他投资行为； （二）期货交易是指以期货合约或者标准化期权合约为交易标的的交易活 动。衍生品交易是指期货交易以外的，以互换合约、远期合约和非标准化期权 合约及其组合为交 ...

广州信邦智能装备股份有限公司 董事会议事规则 第一章 总则 第一条 为规范广州信邦智能装备股份有限公司（以下简称"公司"）董事 会的议事方式和决策程序，促使董事和董事会有效地履行其职责，提高董事会 工作效率及科学决策水平，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》《上市公司治理准则》《深圳证券交易所创业 板股票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上 市公司规范运作》等法律、法规、规范性文件、深圳证券交易所业务规则和《广 州信邦智能装备股份有限公司章程》（以下简称"《公司章程》"）的有关规定， 制定本规则。 第二条 董事会下设证券部，处理董事会日常事务。 董事会设立审计委员会、提名委员会、薪酬与考核委员会、战略委员会， 其中独立董事应当在审计委员会、提名委员会、薪酬与考核委员会中占过半数， 并担任召集人。审计委员会的召集人应当为独立董事中会计专业人士。 第三条 董事会会议分为定期会议和临时会议。 定期会议每年召开两次，临时会议不定期召开。 第二章 董事会的召集 第四条 董事会会议由董事长召集和主持；董事长不能履行职务或者不履行 职务的，由副董 ...

广州信邦智能装备股份有限公司 会计师事务所选聘制度 第一章 总则 第一条 为规范广州信邦智能装备股份有限公司（以下简称"公司"）选聘（含 续聘、改聘，下同）会计师事务所相关行为，提高财务信息质量，切实维护股东 利益，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 所创业板股票上市规则》《国有企业、上市公司选聘会计师事务所管理办法》等 法律法规、证券监督管理部门的相关要求及《广州信邦智能装备股份有限公司章 程》（以下简称"《公司章程》"）等有关规定，结合公司实际情况，制定本制度。 第二条 公司根据相关法律法规要求，聘任会计师事务所对公司编制的年度 报告等定期财务会计报告、内部控制等发表审计意见、出具审计报告的行为，应 当遵照本制度，履行选聘程序。公司聘任会计师事务所从事其他法定审计业务的， 可以参照本制度执行。 第三条 公司选聘、解聘会计师事务所应经董事会审计委员会（以下简称"审 计委员会"）全体成员过半数同意后，提交董事会审议，并由股东会决定。公司 董事会不得在股东会决定前委任会计师事务所。 第四条 公司控股股东、实际控制人不得在公司董事会、股东会审议前，向 公司指定会计师事务所，不得干预 ...

[Part I Important Notice, Table of Contents and Definitions](index=2&type=section&id=Part%20I%20Important%20Notice%2C%20Table%20of%20Contents%20and%20Definitions) This section provides important notices, the report's table of contents, and definitions of key terms to ensure accurate understanding [Important Notice](index=2&type=section&id=Important%20Notice) The company's board and senior management guarantee the report's accuracy and completeness, with financial reports affirmed by key personnel - Board and senior management guarantee report truthfulness, accuracy, and completeness, assuming legal responsibility[4](index=4&type=chunk) - Company head, chief accountant, and accounting department head declare financial reports are true, accurate, and complete[4](index=4&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) The report's clear table of contents is divided into eight chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant events, share changes and shareholder information, bond-related matters, and financial reports - The report comprises eight main chapters, featuring a clear structure[7](index=7&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section provides detailed definitions for company names, related parties, business terms, and timeframes to ensure accurate understanding of the report's content - The report provides detailed definitions for the company, related parties, business terms, and timeframes[14](index=14&type=chunk)[15](index=15&type=chunk) - Specialized terms such as robotics, intelligent manufacturing, automotive welding, and machine vision are clearly explained[15](index=15&type=chunk) [Part II Company Profile and Key Financial Indicators](index=7&type=section&id=Part%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section introduces the company's basic information, contact details, and presents key accounting data and financial indicators for the reporting period [I. Company Profile](index=7&type=section&id=I.%20Company%20Profile) Guangzhou Xinbang Intelligent Equipment Co., Ltd. (stock code: 301112) is listed on the Shenzhen Stock Exchange, with Li Gang as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Xinbang Intelligent | | Stock Code | 301112 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Guangzhou Xinbang Intelligent Equipment Co., Ltd. | | Legal Representative | Li Gang | [II. Contact Persons and Information](index=7&type=section&id=II.%20Contact%20Persons%20and%20Information) Chen Lei serves as the Board Secretary and Xue Weixu as the Securities Affairs Representative, both sharing the same contact address, phone, fax, and email Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Chen Lei | Room B1716, Yuexiu Plaza, No. 9 Linhe West Road, Tianhe District, Guangzhou | 020-88581808 | 020-88581861 | IR@uf.com.cn | | Securities Affairs Representative | Xue Weixu | Room B1716, Yuexiu Plaza, No. 9 Linhe West Road, Tianhe District, Guangzhou | 020-88581808 | 020-88581861 | IR@uf.com.cn | [III. Other Information](index=7&type=section&id=III.%20Other%20Information) During the reporting period, there were no changes in the company's contact information, information disclosure, or registration details - The company's registered address, office address, website, and email remained unchanged during the reporting period[19](index=19&type=chunk) - Information disclosure and storage locations remained unchanged during the reporting period[20](index=20&type=chunk) - The company's registration status remained unchanged during the reporting period[21](index=21&type=chunk) [IV. Key Accounting Data and Financial Indicators](index=8&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) Revenue increased by 23.30% year-over-year, net profit attributable to shareholders turned profitable, and operating cash flow significantly improved Key Accounting Data and Financial Indicators (Year-over-Year Change) | Indicator | Current Period (CNY) | Prior Year Period (CNY) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 197,773,365.05 | 160,399,893.70 | 23.30% | | Net Profit Attributable to Shareholders of Listed Company | 8,752,484.26 | -17,605,494.47 | 149.71% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | 5,467,288.68 | -14,389,833.87 | 137.99% | | Net Cash Flow from Operating Activities | 43,744,249.25 | -22,935,836.65 | 290.72% | | Basic Earnings Per Share (CNY/share) | 0.08 | -0.16 | 150.00% | | Diluted Earnings Per Share (CNY/share) | 0.08 | -0.16 | 150.00% | | Weighted Average Return on Net Assets | 0.72% | -1.45% | Increased by 2.17 percentage points | Key Accounting Data and Financial Indicators (Period-End Change) | Indicator | Current Period End (CNY) | Prior Year End (CNY) | Period-End Change from Prior Year-End | | :--- | :--- | :--- | :--- | | Total Assets | 1,478,597,309.26 | 1,492,374,055.60 | -0.92% | | Net Assets Attributable to Shareholders of Listed Company | 1,220,494,045.76 | 1,212,447,371.48 | 0.66% | [V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards](index=8&type=section&id=V.%20Differences%20in%20Accounting%20Data%20Under%20Domestic%20and%20Overseas%20Accounting%20Standards) The company reported no differences in net profit and net assets between international/overseas accounting standards and Chinese accounting standards - The company reported no differences in net profit and net assets between international accounting standards and Chinese accounting standards during the reporting period[23](index=23&type=chunk) - The company reported no differences in net profit and net assets between overseas accounting standards and Chinese accounting standards during the reporting period[24](index=24&type=chunk) [VI. Non-Recurring Gains and Losses and Amounts](index=8&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20and%20Amounts) Non-recurring gains and losses totaled CNY 3.29 million, primarily from non-current asset disposals, financial asset fair value changes, and joint venture non-recurring items Non-Recurring Gains and Losses and Amounts | Item | Amount (CNY) | Explanation | | :--- | :--- | :--- | | Gains/Losses from Disposal of Non-Current Assets | 500,187.11 | Gains/losses from transfer and disposal of non-current assets | | Gains/Losses from Changes in Fair Value of Financial Assets and Liabilities and Disposal Gains/Losses | 3,521,439.43 | Gains/losses from changes in fair value of held-for-trading financial assets, other non-current financial assets, and investment income from disposal of held-for-trading financial assets | | Other Non-Operating Income and Expenses | 28,600.74 | | | Other Gains/Losses Meeting the Definition of Non-Recurring Gains/Losses | 3,754.36 | Non-recurring gains/losses from joint ventures | | Less: Income Tax Impact | 539,044.41 | | | Impact on Minority Interests (After Tax) | 229,741.65 | | | Total | 3,285,195.58 | | - Individual income tax handling fee refunds of **CNY 57,225.01** were classified as recurring gains/losses, as they are closely related to the company's normal operations and occur continuously[27](index=27&type=chunk) [Part III Management Discussion and Analysis](index=10&type=section&id=Part%20III%20Management%20Discussion%20and%20Analysis) This section analyzes the company's main business, core competitiveness, financial performance, asset and liability status, investment activities, and risk factors [I. Main Business Activities During the Reporting Period](index=10&type=section&id=I.%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) The company, an integrator of high-end equipment design and manufacturing, provides intelligent automation solutions centered on industrial and collaborative robots for automotive, aerospace, and environmental sectors [1. Overview of the Industry in Which the Company Operates](index=10&type=section&id=1.%20Overview%20of%20the%20Industry%20in%20Which%20the%20Company%20Operates) The company operates in the "C35 Special Equipment Manufacturing" sector, a key part of high-end equipment manufacturing, driven by growing demand in automotive, aerospace, and environmental industries [(1) Industry Development Outlook](index=10&type=section&id=%281%29Industry%20Development%20Outlook) The global high-end equipment market continues to grow, with industrial robot installations exceeding 500,000 units for three consecutive years, driven by policy support and technological innovation - In 2023, global factories installed over **540,000 industrial robots**, marking the third consecutive year exceeding the **500,000 unit** threshold[30](index=30&type=chunk) - In 2023, China's annual industrial robot installations reached over **270,000 units**, accounting for more than **50%** of the global total, ranking first worldwide[32](index=32&type=chunk) - Increased competition in the new energy vehicle market presents new opportunities for the automotive equipment industry, including flexible production line upgrades, unmanned intelligent production lines, and overseas factory construction demands[33](index=33&type=chunk)[34](index=34&type=chunk) - Machine vision technology, with its non-contact, high-precision, and intelligent advantages, has become a significant breakthrough for technological upgrades in the aerospace equipment sector[36](index=36&type=chunk) - The environmental protection equipment manufacturing industry's total output value has a compound annual growth rate of nearly **6%**, reaching **CNY 920 billion** in 2024, accelerating its iteration towards green and intelligent directions[38](index=38&type=chunk) [(2) Industry Development Trends](index=13&type=section&id=%282%29Industry%20Development%20Trends) The high-end equipment industry is driven by rising labor costs, technological advancements, manufacturing process integration, and the need for cross-domain technical capabilities - Demand for high-end equipment continues to grow, driven by rising labor costs, demographic changes, and higher consumer expectations for product quality and delivery efficiency[39](index=39&type=chunk)[40](index=40&type=chunk) - Continuous advancements in robotics and related technologies, machine vision, IoT, and artificial intelligence are injecting strong momentum into the high-quality development of high-end equipment[41](index=41&type=chunk)[42](index=42&type=chunk) - Automotive manufacturing and other sectors are accelerating towards flexible (multi-model mixed-line production), digital (full lifecycle data closed-loop), and intelligent (AI vision inspection, adaptive robots) development[43](index=43&type=chunk)[44](index=44&type=chunk) - High-end equipment enterprises need to build core capabilities in cross-domain technology integration, software-hardware collaborative development, and rapid-response localized services[45](index=45&type=chunk)[46](index=46&type=chunk) [2. Company's Main Business Operations](index=15&type=section&id=2.%20Company%27s%20Main%20Business%20Operations) The company specializes in high-end equipment design, manufacturing, and integration, leveraging industrial and collaborative robots to provide intelligent automation solutions across various industries - The company's core business is high-end equipment design, manufacturing, and integration driven by industrial robots, collaborative robots, and related intelligent technologies[47](index=47&type=chunk) - Downstream applications cover automotive, aerospace, environmental protection, and other fields[47](index=47&type=chunk) - The company operates dual manufacturing bases in China and Japan, possessing an international layout and resource integration capabilities[47](index=47&type=chunk) [3. Company's Main Products or Services](index=15&type=section&id=3.%20Company%27s%20Main%20Products%20or%20Services) The company offers automotive automation lines, aerospace inspection equipment, and automated biomass environmental protection equipment, integrating advanced robotics and vision technologies - The company provides design, manufacturing, assembly, integration, and maintenance services for automotive automation production lines in welding, general assembly, and inspection, also expanding into new energy vehicle manufacturing technology applications[48](index=48&type=chunk)[49](index=49&type=chunk) - In the aerospace sector, it offers high-precision inspection equipment based on flexible automatic assembly and vision inspection technology, such as aerospace engine blade defect detection[50](index=50&type=chunk) - It provides automated biomass environmental protection equipment, combining technologies like high-speed circulating fluidized beds and gas boiler systems to achieve efficient gasification, dust removal, desulfurization, and denitrification[51](index=51&type=chunk) [4. Company's Main Business Model](index=16&type=section&id=4.%20Company%27s%20Main%20Business%20Model) The company generates revenue primarily from industrial automation integration projects and intelligent production devices, operating on a market-oriented, order-based manufacturing model with project management - The profitability model is primarily based on industrial automation integration projects, supplemented by intelligent production devices and accessories, demonstrating high sustainability[53](index=53&type=chunk) - The R&D and design model is market-oriented, focusing on solutions and technical standardization and modularization[54](index=54&type=chunk) - The sales model is "production based on sales" and "order-based manufacturing," securing orders through bidding, invitation for bids, or competitive negotiations[55](index=55&type=chunk) - The production and manufacturing model involves project management based on customized customer requirements, including design, manufacturing, assembly and integration, shipment, and trial operation stages[56](index=56&type=chunk) [5. Performance Drivers](index=17&type=section&id=5.%20Performance%20Drivers) The company's performance is primarily driven by supportive national policies, increasing demand for manufacturing upgrades, and continuous technological advancements in intelligent manufacturing - Policy-driven: National "14th Five-Year Plan" and related special documents continuously strengthen strategic guidance for the high-end equipment industry, promoting intelligent manufacturing upgrades[58](index=58&type=chunk) - Demand-driven: Rising domestic manufacturing costs and the shift towards innovation-driven manufacturing increase demand for high-precision, high-safety, and high-stability production from high-end equipment[59](index=59&type=chunk) - Technology-driven: Trends in digitalization, networking, and intelligence promote the development of intelligent manufacturing, with widespread application of high-end equipment such as collaborative robots and AMR robots providing significant innovation impetus for the company's development[60](index=60&type=chunk) [II. Analysis of Core Competencies](index=18&type=section&id=II.%20Analysis%20of%20Core%20Competencies) The company's core competencies include extensive experience in automation line implementation, forward-looking technology planning, a sustainable R&D system, high-quality business partnerships, and an international development strategy - The company in the automotive manufacturing industry possesses extensive experience in customized automation production line modification, upgrade, and construction implementation, establishing stable cooperative relationships with leading enterprises[62](index=62&type=chunk) - The company has a forward-looking technology development plan, covering automotive manufacturing (welding, general assembly, new energy vehicle integration), aerospace inspection (high-precision automated inspection), intelligent logistics (AMR, air suspension chassis), and agile/digital factory construction[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The company has established a sustainable R&D system, maintaining a technological innovation advantage through institutional incentives, introduction of high-end talent, and integration of global industrial resources (collaborating with universities and research institutions)[66](index=66&type=chunk)[67](index=67&type=chunk) - The company has high-quality business partners, including leading customers in automotive manufacturing and supply chains, and top suppliers of industrial automation core components such as ABB, KUKA, and FANUC[69](index=69&type=chunk)[70](index=70&type=chunk) - The company implements an international development strategy, achieving a virtuous cycle of capital, market, and technology through joint ventures with Japan's ESTIC to form Shanghai ESTIC, acquisition of Japan's Fuji, and establishment of Hong Kong Henglian as an overseas investment platform[71](index=71&type=chunk)[72](index=72&type=chunk) [III. Analysis of Main Business](index=21&type=section&id=III.%20Analysis%20of%20Main%20Business) Operating revenue increased by 23.30% to CNY 197.77 million, with net profit attributable to shareholders turning profitable at CNY 8.75 million, driven by industrial automation projects and intelligent production devices - During the reporting period, the company's operating revenue was **CNY 197.77 million**, a year-over-year increase of **23.30%**[74](index=74&type=chunk) - Net profit attributable to shareholders of the listed company was **CNY 8.75 million**, achieving profitability with a year-over-year increase of **149.71%**[74](index=74&type=chunk) - Excluding the impact of the dissolved subsidiary Jingsheng Technology, operating revenue was **CNY 190.42 million**, a year-over-year increase of **29.96%**; net profit was **CNY 22.46 million**[74](index=74&type=chunk) Year-over-Year Changes in Key Financial Data | Indicator | Current Period (CNY) | Prior Year Period (CNY) | Year-over-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 197,773,365.05 | 160,399,893.70 | 23.30% | No significant change | | Operating Cost | 155,109,263.30 | 120,840,165.69 | 28.36% | No significant change | | Financial Expenses | -9,688,800.22 | 8,763,635.22 | -210.56% | Primarily due to the impact of exchange gains/losses from Japanese Yen appreciation | | Income Tax Expense | 2,713,743.13 | -171,712.22 | 1,680.40% | Primarily due to the increase in profit compared to the prior period | | Net Cash Flow from Operating Activities | 43,744,249.25 | -22,935,836.65 | 290.72% | Primarily due to increased cash received from sales of goods and provision of services, and reduced payments for various taxes and goods purchases in the current year | | Net Cash Flow from Investing Activities | 73,597,251.92 | -274,759,040.25 | 126.79% | Primarily due to increased recovery of investment in structured deposits in the current period | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (CNY) | Operating Cost (CNY) | Gross Profit Margin | Year-over-Year Change in Operating Revenue | Year-over-Year Change in Operating Cost | Year-over-Year Change in Gross Profit Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Industrial Automation Integration Projects | 121,648,977.35 | 89,972,214.70 | 26.04% | 26.61% | 35.05% | -4.62% | | Intelligent Production Devices and Accessories | 66,040,767.27 | 44,283,237.24 | 32.95% | 43.41% | 49.92% | -2.91% | [IV. Analysis of Non-Core Business](index=23&type=section&id=IV.%20Analysis%20of%20Non-Core%20Business) Non-core business significantly impacted total profit, with sustainable investment income from joint ventures and bank wealth management, but non-sustainable fair value changes and asset impairment losses Impact of Non-Core Business on Total Profit | Item | Amount (CNY) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 3,104,866.02 | -257.74% | Primarily from joint venture earnings and bank wealth management income | Investment income from joint venture earnings is sustainable | | Gains/Losses from Changes in Fair Value | 2,483,877.33 | -206.19% | Primarily from changes in fair value of held-for-trading financial assets | No | | Asset Impairment | -15,809,811.66 | 1,312.41% | Primarily due to impairment provisions for fixed assets and inventory by the planned-for-dissolution subsidiary Jingsheng Technology | No | | Credit Impairment Losses | -715,740.95 | 59.42% | Primarily due to provision for doubtful accounts on receivables | No | | Gains from Asset Disposal | 500,187.11 | -41.52% | Primarily from gains on disposal of non-current assets | No | [V. Analysis of Assets and Liabilities](index=23&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) Total assets slightly decreased, while net assets attributable to shareholders increased, with significant changes in monetary funds and a decrease in receivables [1. Significant Changes in Asset Composition](index=23&type=section&id=1.%20Significant%20Changes%20in%20Asset%20Composition) Monetary funds increased by 8.39% of total assets due to the recovery of structured deposits, while receivables and other current assets decreased Changes in Asset Composition | Item | Current Period End Amount (CNY) | Proportion of Total Assets | Prior Year End Amount (CNY) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 628,211,599.97 | 42.49% | 508,904,020.16 | 34.10% | 8.39% | Primarily due to the recovery of structured deposits | | Accounts Receivable | 72,916,380.74 | 4.93% | 111,032,749.86 | 7.44% | -2.51% | No significant change | | Other Current Assets | 92,518,399.02 | 6.26% | 186,748,063.40 | 12.51% | -6.25% | Primarily due to a decrease in structured deposits | | Total Assets | 1,478,597,309.26 | 100.00% | 1,492,374,055.60 | 100.00% | -0.92% | | | Net Assets Attributable to Shareholders of Listed Company | 1,220,494,045.76 | 82.54% | 1,212,447,371.48 | 81.25% | 0.66% | | [2. Major Overseas Assets](index=24&type=section&id=2.%20Major%20Overseas%20Assets) Major overseas assets include Japan Fuji and Henglian Engineering, both operating well and contributing positively to net profit, with no significant impairment risks Major Overseas Assets | Specific Asset Content | Asset Scale (CNY) | Location | Operating Model | Profit Status (Current Period Net Profit) | Proportion of Overseas Assets to Company's Net Assets | Significant Impairment Risk | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Japan Fuji | 262 million | Japan | Primarily engaged in welding production line business, providing automotive welding production line system integration solutions | 10.73 million yuan | 21.48% | No | | Henglian Engineering | 99.05 million yuan | Hong Kong, China | Investment holding company and trading of equipment and tools | 22.86 million yuan | 8.13% | No | [3. Assets and Liabilities Measured at Fair Value](index=24&type=section&id=3.%20Assets%20and%20Liabilities%20Measured%20at%20Fair%20Value) Financial assets measured at fair value totaled CNY 147.72 million, primarily comprising held-for-trading financial assets and other non-current financial assets, with a fair value change gain of CNY 2.48 million Assets and Liabilities Measured at Fair Value | Item | Beginning of Period (CNY) | Current Period Fair Value Change Gain/Loss (CNY) | End of Period (CNY) | | :--- | :--- | :--- | :--- | | Held-for-Trading Financial Assets | 113,519,456.27 | 2,452,989.23 | 111,032,007.17 | | Derivative Financial Assets | 0.00 | 30,888.10 | 0.00 | | Notes Receivable Financing | 1,729,409.32 | 0.00 | 540,455.56 | | Other Non-Current Financial Assets | 36,150,895.79 | 0.00 | 36,150,895.79 | | Total Above | 151,399,761.38 | 2,483,877.33 | 147,723,358.52 | [4. Asset Rights Restrictions as of the End of the Reporting Period](index=25&type=section&id=4.%20Asset%20Rights%20Restrictions%20as%20of%20the%20End%20of%20the%20Reporting%20Period) Restricted assets totaled CNY 34.01 million, primarily consisting of monetary funds for guarantees and fixed assets pledged for bank credit lines Asset Rights Restrictions | Item | End of Period Book Balance (CNY) | End of Period Book Value (CNY) | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 12,181,860.75 | 12,181,860.75 | Guarantees and Designated Funds | Foreign exchange guarantee deposits, bank financing deposits, restricted government grants, and bank acceptance bill deposits | | Fixed Assets | 21,831,111.42 | 21,831,111.42 | Mortgage | Land and buildings mortgaged to obtain bank credit lines | | Total | 34,012,972.17 | 34,012,972.17 | | | [VI. Analysis of Investment Status](index=25&type=section&id=VI.%20Analysis%20of%20Investment%20Status) Total investments significantly increased by 132.12%, with financial assets measured at fair value totaling CNY 147.72 million, and raised fund projects delayed to 2025 [1. Overall Situation](index=25&type=section&id=1.%20Overall%20Situation) During the reporting period, the company's total investment was CNY 1,088.49 million, a significant increase of 132.12% compared to the prior year Changes in Total Investment | Indicator | Current Period Investment (CNY) | Prior Year Period Investment (CNY) | Change Rate | | :--- | :--- | :--- | :--- | | Total Investment | 1,088,486,903.64 | 468,940,366.86 | 132.12% | [4. Financial Assets Measured at Fair Value](index=25&type=section&id=4.%20Financial%20Assets%20Measured%20at%20Fair%20Value) Financial assets measured at fair value totaled CNY 147.72 million, primarily financial derivatives and other financial assets, with a fair value change gain of CNY 2.48 million Financial Assets Measured at Fair Value | Asset Category | Initial Investment Cost (CNY) | Current Period Fair Value Change Gain/Loss (CNY) | End of Period Amount (CNY) | Source of Funds | | :--- | :--- | :--- | :--- | :--- | | Financial Derivatives | 0 | 30,888.10 | 0 | Own Funds | | Other | 157,865,309.32 | 2,452,989.23 | 147,723,358.52 | Own Funds + Raised Funds | | Total | 157,865,309.32 | 2,483,877.33 | 147,723,358.52 | -- | [5. Use of Raised Funds](index=26&type=section&id=5.%20Use%20of%20Raised%20Funds) The company's IPO raised CNY 678.92 million, with CNY 245.32 million used, and all raised fund projects delayed to December 31, 2025 [(1) Overall Use of Raised Funds](index=26&type=section&id=%281%29Overall%20Use%20of%20Raised%20Funds) The company's IPO raised CNY 678.92 million, with CNY 245.32 million used and CNY 466.53 million remaining, allocated to cash management, temporary working capital, and special accounts - The net amount of funds raised from the initial public offering was **CNY 678.92 million**[94](index=94&type=chunk) - As of the end of the reporting period, a cumulative total of **CNY 245.32 million** of raised funds had been used[94](index=94&type=chunk) - Unused raised funds amounted to **CNY 466.53 million**, of which **CNY 120 million** was for cash management, **CNY 10 million** for temporary replenishment of working capital, and **CNY 336.53 million** was held in special accounts[95](index=95&type=chunk) [(2) Status of Projects Pledged with Raised Funds](index=28&type=section&id=%282%29Status%20of%20Projects%20Pledged%20with%20Raised%20Funds) All pledged investment projects, including the high-end intelligent manufacturing base, R&D center, and information upgrade, are delayed to December 31, 2025, due to cautious plan adjustments Status of Projects Pledged with Raised Funds | Pledged Investment Project Name | Pledged Investment Amount (CNY 10,000) | Cumulative Investment as of End of Current Period (CNY 10,000) | Investment Progress as of Period End (%) | Date of Reaching Intended Usable State | | :--- | :--- | :--- | :--- | :--- | | High-End Intelligent Manufacturing Equipment Production Base Construction Project | 45,811.78 | 20,311.78 | 44.48% | June 29, 2026 (Original Plan) -> December 31, 2025 (Extended) | | Intelligent Manufacturing Innovation R&D Center Project | 17,640.82 | 3,496.67 | 19.82% | June 31, 2025 (Original Plan) -> December 31, 2025 (Extended) | | Information Technology Upgrade Project | 4,439.46 | 656.47 | 14.79% | June 31, 2025 (Original Plan) -> December 31, 2025 (Extended) | - All raised fund investment projects have experienced delays in construction progress compared to the original plan, with the date of reaching intended usable state extended to **December 31, 2025**[96](index=96&type=chunk)[97](index=97&type=chunk) [(3) Changes in Projects Pledged with Raised Funds](index=30&type=section&id=%283%29Changes%20in%20Projects%20Pledged%20with%20Raised%20Funds) The company reported no changes in projects pledged with raised funds during the reporting period - The company reported no changes in projects pledged with raised funds during the reporting period[99](index=99&type=chunk) [6. Wealth Management, Derivative Investments, and Entrusted Loans](index=30&type=section&id=6.%20Wealth%20Management%2C%20Derivative%20Investments%2C%20and%20Entrusted%20Loans) The company engaged in wealth management totaling CNY 475 million and derivative investments for hedging, effectively mitigating exchange rate risks, with no entrusted loans [(1) Wealth Management](index=30&type=section&id=%281%29Wealth%20Management) During the reporting period, the company's wealth management amounted to CNY 475 million, with an outstanding balance of CNY 108.96 million, primarily in bank and brokerage wealth management products Overview of Wealth Management | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management (CNY 10,000) | Unexpired Balance (CNY 10,000) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 6,500.00 | 2,895.94 | | Bank Wealth Management Products | Raised Funds | 28,000.00 | 3,000.00 | | Brokerage Wealth Management Products | Raised Funds | 13,000.00 | 5,000.00 | | Total | | 47,500.00 | 10,895.94 | [(2) Derivative Investments](index=30&type=section&id=%282%29Derivative%20Investments) The company engaged in foreign exchange derivative investments for hedging, recognizing a fair value change gain of CNY 30,900, effectively mitigating exchange rate risks Derivative Investments for Hedging Purposes | Derivative Investment Type | Current Period Fair Value Change Gain/Loss (CNY 10,000) | Proportion of Period-End Investment Amount to Company's Net Assets | | :--- | :--- | :--- | | Foreign Exchange | 3.09 | 0.00% | - During the reporting period, the company recognized a fair value change gain of **CNY 30,900** from foreign exchange futures and derivative transactions, effectively hedging against exchange rate fluctuations[102](index=102&type=chunk) - The company has established a "Foreign Investment Management System" to strictly control transaction scale, select reputable financial institutions, and engage in hedging rather than speculative or arbitrage trading[102](index=102&type=chunk) [(3) Entrusted Loans](index=32&type=section&id=%283%29Entrusted%20Loans) The company reported no entrusted loans during the reporting period - The company reported no entrusted loans during the reporting period[105](index=105&type=chunk) [VIII. Analysis of Major Holding and Associate Companies](index=32&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Associate%20Companies) Japan Fuji and Henglian Engineering are profitable, while Jingsheng Technology, Guangzhou Xinde, and Zhuhai Jingsheng are loss-making, with Jingsheng Technology initiating liquidation Major Holding and Associate Companies | Company Name | Company Type | Main Business | Registered Capital | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Japan Fuji | Subsidiary | Primarily engaged in welding production line business | JPY 60 million | 261,638,146.62 | 196,204,314.79 | 91,245,616.85 | 16,125,609.67 | 10,734,860.00 | | Henglian Engineering | Subsidiary | Investment holding company and trading of equipment and tools | HKD 10,000 | 99,051,539.49 | 86,770,734.71 | 813,886.58 | 23,816,955.79 | 22,858,781.68 | | Jingsheng Technology | Subsidiary | Aluminum alloy parts production and processing services | CNY 26,948,670.00 | 11,724,130.98 | -12,003,498.22 | 2,201,636.75 | -34,706,040.53 | -34,721,191.73 | | Guangzhou Xinde | Subsidiary | Aluminum alloy parts production and processing services | CNY 5,000,000.00 | 6,512,674.98 | -16,590,111.41 | 4,561,738.69 | -10,376,359.29 | -10,376,708.21 | | Zhuhai Jingsheng | Subsidiary | Aluminum alloy parts production and processing services | CNY 5,000,000.00 | 2,745,081.58 | -5,150,772.98 | 1,042,666.13 | -3,283,741.05 | -3,287,641.48 | | Guangzhou Fuji | Subsidiary | Welding production line business | CNY 27,500,000.00 | 83,395,399.30 | 29,845,330.42 | 12,903,637.63 | 3,184,350.70 | 3,174,642.71 | | Shanghai ESTIC | Associate Company | Production and sales of electric tightening tools, etc. | CNY 10 million | 40,861,951.69 | 32,849,626.67 | 19,822,312.78 | 4,573,797.10 | 4,134,607.84 | - Jingsheng Technology, Guangzhou Xinde, and Zhuhai Jingsheng are all operating at a loss, with Jingsheng Technology having initiated liquidation procedures[108](index=108&type=chunk)[109](index=109&type=chunk)[183](index=183&type=chunk) [X. Risks Faced by the Company and Countermeasures](index=33&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces risks from industry downturns, customer concentration, inventory impairment, exchange rate fluctuations, geopolitical factors, technology commercialization, technological obsolescence, and talent loss, addressed by diversification, financial hedging, and talent retention [(1) Risk of Downturn in Downstream Industries](index=33&type=section&id=%281%29Risk%20of%20Downturn%20in%20Downstream%20Industries) The company's reliance on the automotive manufacturing industry poses a risk if the sector declines, potentially affecting order acquisition and project acceptance - Risk: The company's business primarily relies on the automotive manufacturing industry, and a downturn in this sector could impact order acquisition and project acceptance[110](index=110&type=chunk) - Countermeasures: Enhance core technologies, expand into intelligent manufacturing application areas such as aerospace, and explore hydrogen energy to mitigate single-industry risk[111](index=111&type=chunk) [(2) Risk of High Customer Concentration](index=34&type=section&id=%282%29Risk%20of%20High%20Customer%20Concentration) High customer concentration in the automotive manufacturing industry poses a risk to market expansion if the company fails to diversify its business beyond this sector - Risk: High customer concentration in the automotive manufacturing industry may constrain market expansion and increase customer concentration risk if the company fails to effectively expand business beyond this sector[112](index=112&type=chunk) - Countermeasures: Actively expand new energy vehicle business, apply technology to aerospace and other intelligent equipment fields, and explore hydrogen energy solutions to broaden the customer base[112](index=112&type=chunk) [(3) Risk of Inventory Impairment](index=34&type=section&id=%283%29Risk%20of%20Inventory%20Impairment) The company's industrial automation integration projects use the final acceptance method for revenue recognition, leading to inventory balances primarily consisting of unaccepted assets, posing a risk of future inventory write-downs - Risk: Industrial automation integration projects use the final acceptance method for revenue recognition, resulting in inventory balances primarily composed of unaccepted assets, which may lead to inventory impairment if customer operations are unfavorable or competition intensifies[113](index=113&type=chunk) - Countermeasures: Implement strict customer credit qualification assessments, monitor project execution and delivery, and manage credit for new markets and businesses to keep inventory impairment risk within a reasonable range[113](index=113&type=chunk) [(4) Exchange Rate Fluctuation Risk](index=35&type=section&id=%284%29Exchange%20Rate%20Fluctuation%20Risk) The company's domestic business is affected by JPY/CNY exchange rate fluctuations impacting procurement costs, while overseas subsidiaries' consolidated financial statements are affected by exchange rate changes - Risk: Domestic business procurement costs are affected by JPY/CNY exchange rate fluctuations, and the consolidated financial statements of overseas subsidiaries are impacted by exchange rate changes when converted to CNY[114](index=114&type=chunk) - Countermeasures: Leverage the "dual-currency" advantage, select appropriate currencies based on exchange rate expectations, and use hedging instruments to offset the book impact of exchange rate fluctuations on consolidated financial statements[114](index=114&type=chunk) [(5) Political and Foreign Trade Risks](index=35&type=section&id=%285%29Political%20and%20Foreign%20Trade%20Risks) Complex global political and foreign trade environments may lead to significant changes in tariffs and trade policies, impacting the company's operations - Risk: The complex global political and foreign trade environment, with potential changes in tariffs and trade policies, could significantly impact the company's production and operations[115](index=115&type=chunk) - Countermeasures: Closely monitor international tariff policy changes, leverage operations in mainland China, Hong Kong, and Japan to integrate domestic and international resources, and select appropriate operating channels to mitigate negative impacts from international trade policy changes[115](index=115&type=chunk) [(6) Risk of Technology Application Failing to Industrialize](index=35&type=section&id=%286%29Risk%20of%20Technology%20Application%20Failing%20to%20Industrialize) The company's continuous new technology R&D faces risks of delayed breakthroughs, market misjudgment, and ineffective commercialization, potentially affecting expected returns - Risk: During the process of new technology R&D moving towards industrialization, the company may face risks such as delayed technical breakthroughs, misjudgment of market trends, and ineffective commercialization, affecting expected returns[116](index=116&type=chunk) - Countermeasures: Formulate reasonable technology development goals and plans to control the risk of delayed technology commercialization[116](index=116&type=chunk) [(7) Risk of Core Technologies Being Replaced or Eliminated by Other Advanced Technologies in International and Domestic Markets](index=36&type=section&id=%287%29Risk%20of%20Core%20Technologies%20Being%20Replaced%20or%20Eliminated%20by%20Other%20Advanced%20Technologies%20in%20International%20and%20Domestic%20Markets) Rapid technological iteration poses a risk that the company's core technologies could be replaced or eliminated by other advanced technologies in the future - Risk: Rapid technological iteration means the company's core technologies face the risk of being replaced or eliminated by other advanced technologies in the future[117](index=117&type=chunk) - Countermeasures: Proactively plan technology development and applications, vigorously expand technical capabilities in new energy vehicles, aerospace, and other intelligent manufacturing fields, and actively explore hydrogen energy technology reserves to maintain technological advancement and applicability[117](index=117&type=chunk) [(8) Risk of Technical Talent Loss](index=36&type=section&id=%288%29Risk%20of%20Technical%20Talent%20Loss) The intelligent equipment manufacturing industry requires a large number of highly skilled, cross-disciplinary talents, exposing the company to the risk of technical talent loss - Risk: The intelligent equipment manufacturing industry requires a large number of highly skilled, cross-disciplinary talents, and the company faces the risk of technical talent loss[118](index=118&type=chunk) - Countermeasures: Continuously review and improve the talent "selection, utilization, development, and retention" mechanism, establish recruitment, compensation, training, development, and incentive/restraint systems to attract, retain, and cultivate talent, thereby reducing turnover risk[118](index=118&type=chunk) [Part IV Corporate Governance, Environment, and Society](index=37&type=section&id=Part%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section details changes in the company's governance, profit distribution, employee incentive plans, and social responsibility initiatives during the reporting period [I. Changes in Directors, Supervisors, and Senior Management](index=37&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, the company experienced changes in its board, supervisory board, and senior management due to term expirations and subsequent elections or appointments Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Long Yasheng | Non-Independent Director | Term expired, resigned | May 29, 2025 | Re-election | | Han Xiaojiang | Non-Independent Director | Term expired, resigned | May 29, 2025 | Re-election | | Li Huanrong | Independent Director | Term expired, resigned | May 29, 2025 | Re-election | | Liu Yan | Independent Director | Term expired, resigned | May 29, 2025 | Re-election | | Dong Bo | Chairman of Supervisory Board | Term expired, resigned | May 29, 2025 | Re-election | | Yuan Daxin | Supervisor | Term expired, resigned | May 29, 2025 | Re-election | | Qiu Junxiong | Employee Representative Supervisor | Term expired, resigned | May 29, 2025 | Re-election | | Yuan Zhongxing | Chief Financial Officer | Term expired, resigned | May 29, 2025 | Re-election | | Wang Xiao | Independent Director | Elected | May 29, 2025 | Re-election | | Zhao Junfeng | Independent Director | Elected | May 29, 2025 | Re-election | | Zhu Jianchao | Chief Financial Officer | Appointed | May 29, 2025 | Re-election | [II. Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period](index=37&type=section&id=II.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20in%20the%20Current%20Reporting%20Period) The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period[123](index=123&type=chunk) [III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=37&type=section&id=III.%20Implementation%20of%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) Both the 2023 and 2024 restricted stock incentive plans were terminated due to unmet performance targets, with all granted but unvested shares canceled [1. Equity Incentives](index=37&type=section&id=1.%20Equity%20Incentives) Both the 2023 and 2024 restricted stock incentive plans were terminated due to unmet performance targets, resulting in the cancellation of all granted but unvested shares [(I) Implementation of the 2023 Restricted Stock Incentive Plan](index=37&type=section&id=%28I%29Implementation%20of%20the%202023%20Restricted%20Stock%20Incentive%20Plan) The 2023 restricted stock incentive plan, granting 710,600 shares to 26 participants, was terminated due to unmet performance targets for both 2023 and 2024, with all unvested shares canceled - The 2023 Restricted Stock Incentive Plan granted **710,600 Class II restricted shares** to **26 incentive recipients** at a grant price of **CNY 15.10 per share**[126](index=126&type=chunk) - Due to unmet performance targets for both 2023 and 2024, a total of **710,600 granted but unvested restricted shares** have been canceled[127](index=127&type=chunk) [(II) Implementation of the 2024 Restricted Stock Incentive Plan](index=38&type=section&id=%28II%29Implementation%20of%20the%202024%20Restricted%20Stock%20Incentive%20Plan) The 2024 restricted stock incentive plan, granting 470,000 shares to 38 participants, was terminated due to unmet revenue growth targets and market conditions, with all unvested shares canceled - The 2024 Restricted Stock Incentive Plan granted **470,000 Class II restricted shares** to **38 incentive recipients** at a grant price of **CNY 9.78 per share**[130](index=130&type=chunk) - Due to unmet operating revenue growth targets for 2024, and considering market conditions and company operations, the incentive plan has been terminated, and **235,000 granted but unvested restricted shares** have been canceled[131](index=131&type=chunk) [2. Implementation of Employee Stock Ownership Plans](index=39&type=section&id=2.%20Implementation%20of%20Employee%20Stock%20Ownership%20Plans) The company reported no employee stock ownership plans during the reporting period - The company reported no employee stock ownership plans during the reporting period[132](index=132&type=chunk) [3. Other Employee Incentive Measures](index=39&type=section&id=3.%20Other%20Employee%20Incentive%20Measures) The company reported no other employee incentive measures during the reporting period - The company reported no other employee incentive measures during the reporting period[132](index=132&type=chunk) [V. Social Responsibility](index=40&type=section&id=V.%20Social%20Responsibility) The company upholds sustainable development by protecting shareholder and employee rights, maintaining ethical supplier/customer relations, prioritizing environmental protection, and contributing to public welfare - The company strictly adheres to laws and regulations, improves corporate governance structure and internal control systems, and protects the legitimate rights and interests of shareholders, especially small and medium investors[133](index=133&type=chunk) - The company complies with labor laws, respects and safeguards employee rights, and prioritizes workplace safety, labor protection, and physical and mental health[133](index=133&type=chunk) - The company establishes long-term cooperative relationships with suppliers and customers, formulates standardized management systems, and provides high-quality products and services[134](index=134&type=chunk) - The company adheres to the environmental philosophy of "pollution reduction, consumption reduction, energy saving, and efficiency improvement," utilizing solar photovoltaic power generation to reduce carbon emissions[134](index=134&type=chunk) - The company pays taxes according to law, creates employment opportunities, supports local economies, and actively assists people with disabilities in finding employment[134](index=134&type=chunk) [Part V Significant Events](index=41&type=section&id=Part%20V%20Significant%20Events) This section covers the fulfillment of commitments by related parties, litigation matters, penalties, and other significant events, including a proposed acquisition and subsidiary dissolution [I. Fulfillment of Commitments by Actual Controllers, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period](index=41&type=section&id=I.%20Fulfillment%20of%20Commitments%20by%20Actual%20Controllers%2C%20Shareholders%2C%20Related%20Parties%2C%20Acquirers%2C%20and%20the%20Company%20During%20the%20Reporting%20Period%20and%20Overdue%20Unfulfilled%20Commitments%20as%20of%20the%20End%20of%20the%20Reporting%20Period) All commitments made by the company's actual controllers, shareholders, and related parties regarding share lock-ups, holding intentions, price stabilization, and equity incentives were fulfilled on time - The share lock-up commitments of Li Gang, Jiang Hong, and Yu Xiping were fulfilled on **June 28, 2025**[136](index=136&type=chunk) - The share lock-up commitments of Xinbang Group, Gongqingcheng Guobang, Gongqingcheng Xinbang, and Nanchang Xinbang were fulfilled on **June 28, 2025**[139](index=139&type=chunk) - The shareholding intention and reduction intention commitments of Hongxin Chensheng and Jiaxing Hongbang were fulfilled on **June 28, 2025**[141](index=141&type=chunk) - The share price stabilization commitments of the company, actual controllers, directors, and senior management were fulfilled on **June 28, 2025**[142](index=142&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk) - All commitments related to the equity incentive plan by the company and equity incentive recipients have been fulfilled[158](index=158&type=chunk)[159](index=159&type=chunk) [VIII. Litigation Matters](index=65&type=section&id=VIII.%20Litigation%20Matters) The company has no significant litigation or arbitration matters, with minor cases involving the company as a co-defendant and subsidiaries as plaintiffs or defendants, none expected to have a material impact [Other Litigation Matters](index=65&type=section&id=Other%20Litigation%20Matters) The company has no significant litigation or arbitration matters, with minor cases involving the company as a co-defendant and subsidiaries as plaintiffs or defendants, none expected to have a material impact - The company has no significant litigation or arbitration matters[165](index=165&type=chunk) - The company is a co-defendant in **2 other litigation/arbitration cases**, involving an amount of **CNY 386,100**, with no significant impact expected on the company[165](index=165&type=chunk) - Subsidiaries are involved in a total of **15 litigation/arbitration cases**, including **1 case as plaintiff (CNY 640,000)** and **14 cases as defendant (CNY 5.94 million)**, with no significant impact expected on the company[165](index=165&type=chunk) [IX. Penalties and Rectification](index=65&type=section&id=IX.%20Penalties%20and%20Rectification) Subsidiary Zhuhai Jingsheng Technology was fined CNY 640,000 for illegal waste disposal; it has initiated liquidation due to underperformance, isolating the risk - Subsidiary Zhuhai Jingsheng Technology was fined **CNY 640,000** by the Zhuhai Municipal Ecological Environment Bureau for illegally providing or entrusting hazardous waste to unlicensed entities for disposal[166](index=166&type=chunk)[167](index=167&type=chunk) - Jingsheng Technology has actively cooperated with rectification efforts, and due to underperforming operations, has initiated liquidation procedures and completely ceased relevant activities, thereby isolating the risk[167](index=167&type=chunk) [XIII. Explanation of Other Significant Matters](index=67&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) The company plans to acquire a controlling stake in Indix Micro via shares, convertible bonds, and cash, a transaction subject to multiple approvals and registrations, thus carrying uncertainties - The company plans to acquire a controlling stake in Indix Micro by issuing shares, convertible corporate bonds, and paying cash[182](index=182&type=chunk) - Upon completion of this transaction, Indix Micro will become a controlled subsidiary of the company[182](index=182&type=chunk) - This transaction is subject to internal decisions by the transaction parties, approval by the company's board of directors and shareholders' meeting, review by the Shenzhen Stock Exchange, and registration with the China Securities Regulatory Commission, thus carrying uncertainties[182](index=182&type=chunk) [XIV. Significant Matters of Company Subsidiaries](index=68&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) The board approved the dissolution and liquidation of controlling subsidiary Zhuhai Jingsheng Technology and its wholly-owned subsidiaries to reduce management costs and optimize resource allocation - The company plans to dissolve its controlling subsidiary Zhuhai Jingsheng Technology and its wholly-owned subsidiaries, Zhuhai Jingsheng and Guangzhou Xinde[183](index=183&type=chunk) - The purpose of the dissolution is to reduce the company's management costs, enhance asset liquidity, optimize resource allocation, and improve overall operating efficiency[183](index=183&type=chunk) - The relevant companies will establish liquidation committees in accordance with the "Company Law" to handle liquidation, deregistration, and other related matters[183](index=183&type=chunk) [Part VI Changes in Shares and Shareholder Information](index=69&type=section&id=Part%20VI%20Changes%20in%20Shares%20and%20Shareholder%20Information) This section details changes in the company's share structure, including the lifting of sales restrictions on initial public offering shares, and provides an overview of shareholder numbers and major shareholders [I. Changes in Share Capital](index=69&type=section&id=I.%20Changes%20in%20Share%20Capital) During the reporting period, 74,009,691 restricted shares issued before the IPO became tradable, resulting in zero restricted shares and 100% unrestricted shares [1. Changes in Share Capital](index=69&type=section&id=1.%20Changes%20in%20Share%20Capital) During the reporting period, 74,009,691 restricted shares issued before the IPO became tradable on June 30, 2025, resulting in zero restricted shares and 100% unrestricted shares Changes in Share Capital | Share Class | Number Before Change (shares) | Proportion Before Change | Increase/Decrease in This Change (＋,－) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 74,009,691 | 67.12% | -74,009,691 | 0 | 0.00% | | II. Unrestricted Shares | 36,256,909 | 32.88% | +74,009,691 | 110,266,600 | 100.00% | | III. Total Shares | 110,266,600 | 100.00% | 0 | 110,266,600 | 100.00% | - A portion of shares issued before the initial public offering, totaling **74,009,691 shares**, became tradable on **June 30, 2025**[187](index=187&type=chunk) [2. Changes in Restricted Shares](index=70&type=section&id=2.%20Changes%20in%20Restricted%20Shares) All 74,009,691 restricted shares held by major shareholders from the initial public offering were released from restriction during the reporting period, resulting in zero restricted shares at period-end Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released in Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | Proposed Release Date | | :--- | :--- | :--- | :--- | :--- | :--- | | Guangdong Xinbang Automation Equipment Group Co., Ltd. | 35,604,430 | 35,604,430 | 0 | Pre-IPO Restriction | June 30, 2025 | | Gongqingcheng Guobang Investment Management Partnership (Limited Partnership) | 22,786,449 | 22,786,449 | 0 | Pre-IPO Restriction | June 30, 2025 | | Nanchang Xinbang Enterprise Management Partnership (Limited Partnership) | 10,656,256 | 10,656,256 | 0 | Pre-IPO Restriction | June 30, 2025 | | Gongqingcheng Xinbang Investment Partnership (Limited Partnership) | 4,962,556 | 4,962,556 | 0 | Pre-IPO Restriction | June 30, 2025 | | Total | 74,009,691 | 74,009,691 | 0 | -- | -- | [III. Number of Shareholders and Shareholding Information](index=71&type=section&id=III.%20Number%20of%20Shareholders%20and%20Shareholding%20Information) As of the reporting period end, the company had 10,338 common shareholders, with major shareholders and their concerted parties holding significant stakes, and unrestricted shares increasing due to lock-up expiry - The total number of common shareholders at the end of the reporting period was **10,338**[191](index=191&type=chunk) Top 10 Shareholders' Shareholding Information | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at End of Reporting Period (shares) | Number of Unrestricted Shares Held (shares) | Share Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Guangdong Xinbang Automation Equipment Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 32.29% | 35,604,430 | 35,604,430 | Frozen 3,560,277 shares | | Gongqingcheng Guobang Investment Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 20.66% | 22,786,449 | 22,786,449 | N/A | | Nanchang Xinbang Enterprise Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 9.66% | 10,656,256 | 10,656,256 | N/A | | Gongqingcheng Xinbang Investment Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 4.50% | 4,962,556 | 4,962,556 | N/A | | GF Bank Co., Ltd. - Guotai Juxin Value Advantage Flexible Allocation Mixed Securities Investment Fund | Other | 0.91% | 1,000,000 | 1,000,000 | N/A | | Industrial Bank Co., Ltd. - Huaxia CSI Robotics Exchange Traded Open-Ended Index Securities Investment Fund | Other | 0.90% | 990,200 | 990,200 | N/A | | Xu Yuze | Domestic Natural Person | 0.72% | 799,420 | 799,420 | N/A | | Agricultural Bank of China Co., Ltd. - Guotai Jinniu Innovation Growth Mixed Securities Investment Fund | Other | 0.50% | 550,000 | 550,000 | N/A | | China Merchants Bank Co., Ltd. - Taikang Quality Life Mixed Securities Investment Fund | Other | 0.49% | 540,000 | 540,000 | N/A | | Industrial and Commercial Bank of China Co., Ltd. - Taikang Strategy Selection Flexible Allocation Mixed Securities Investment Fund | Other | 0.48% | 530,000 | 530,000 | N/A | - Guangdong Xinbang Automation Equipment Group Co., Ltd., Gongqingcheng Guobang Investment Management Partnership (Limited Partnership), Nanchang Xinbang Enterprise Management Partnership (Limited Partnership), and Gongqingcheng Xinbang Investment Partnership (Limited Partnership) are parties acting in concert[192](index=192&type=chunk)[193](index=193&type=chunk) [IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=74&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) While directors, supervisors, and senior management's direct shareholdings remained unchanged, all their granted restricted shares were canceled due to the termination of the equity incentive plan Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Employment Status | Shares Held at Beginning of Period (shares) | Shares Held at End of Period (shares) | Restricted Shares Granted at Beginning of Period (shares) | Restricted Shares Granted in Current Period (shares) | Restricted Shares Granted at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Li Gang | Chairman | Current | 0 | 0 | 49,004 | -49,004 | 0 | | Jiang Hong | Vice Chairman, Deputy General Manager | Current | 0 | 0 | 49,004 | -49,004 | 0 | | Yu Xiping | Director, General Manager | Current | 0 | 0 | 49,004 | -49,004 | 0 | | Wang Qiang | Director | Current | 0 | 0 | 27,001 | -27,001 | 0 | | Chen Lei | Board Secretary, Deputy General Manager | Current | 0 | 0 | 75,003 | -75,003 | 0 | | Long Yasheng | Director | Resigned | 0 | 0 | 34,002 | -34,002 | 0 | | Yuan Zhongxing | Chief Financial Officer | Resigned | 0 | 0 | 30,000 | -30,000 | 0 | | Total | -- | -- | 0 | 0 | 313,018 | -313,018 | 0 | - The shareholdings of all directors, supervisors, and senior management remained unchanged during the reporting period[194](index=194&type=chunk) - All granted restricted shares were reduced to **0** due to the termination of the equity incentive plan[194](index=194&type=chunk) [Part VIII Financial Report](index=77&type=section&id=Part%20VIII%20Financial%20Report) This section presents the company's consolidated and parent company financial statements for the half-year period, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity [II. Financial Statements](index=77&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company financial statements for the half-year period, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity [1. Consolidated Balance Sheet](index=77&type=section&id=1.%20Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's consolidated total assets were CNY 1.48 billion, total liabilities CNY 261 million, and total owners' equity CNY 1.22 billion Key Data from Consolidated Balance Sheet | Item | End of Period Balance (CNY) | Beginning of Period Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 1,478,597,309.26 | 1,492,374,055.60 | | Total Current Assets | 1,155,847,252.25 | 1,162,091,463.33 | | Total Non-Current Assets | 322,750,057.01 | 330,282,592.27 | | Total Liabilities | 260,521,883.70 | 269,323,800.70 | | Total Current Liabilities | 240,591,503.28 | 245,636,647.65 | | Total Non-Current Liabilities | 19,930,380.42 | 23,687,153.05 | | Total Owners' Equity | 1,218,075,425.56 | 1,223,050,254.90 | | Total Owners' Equity Attributable to Parent Company | 1,220,494,045.76 | 1,212,447,371.48 | [3. Consolidated Income Statement](index=82&type=section&id=3.%20Consolidated%20Income%20Statement) For the first half of 2025, total operating revenue was CNY 198 million, with net profit of -CNY 3.92 million, while net profit attributable to parent company shareholders turned profitable at CNY 8.75 million Key Data from Consolidated Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | I. Total Operating Revenue | 197,773,365.05 | 160,399,893.70 | | II. Total Operating Costs | 188,956,855.57 | 174,010,380.89 | | Of which: Financial Expenses | -9,688,800.22 | 8,763,635.22 | | III. Operating Profit (Loss indicated by "—") | -1,233,244.46 | -21,379,858.26 | | IV. Total Profit (Total Loss indicated by "—") | -1,204,643.72 | -22,283,774.24 | | V. Net Profit (Net Loss indicated by "—") | -3,918,386.85 | -22,112,062.02 | | Net Profit Attributable to Parent Company Shareholders | 8,752,484.26 | -17,605,494.47 | | VI. Net Other Comprehensive Income After Tax | 10,969,017.30 | -15,893,174.93 | | VII. Total Comprehensive Income | 7,050,630.45 | -38,005,236.95 | | VIII. Earnings Per Share: Basic Earnings Per Share (CNY/share) | 0.08 | -0.16 | [5. Consolidated Cash Flow Statement](index=85&type=section&id=5.%20Consolidated%20Cash%20Flow%20Statement) For the first half of 2025, net cash flow from operating activities significantly improved to CNY 43.74 million, and net cash flow from investing activities turned positive due to investment recoveries Key Data from Consolidated Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 43,744,249.25 | -22,935,836.65 | | Net Cash Flow from Investing Activities | 73,597,251.92 | -274,759,040.25 | | Net Cash Flow from Financing Activities | -6,712,866.83 | 11,655,781.50 | | Effect of Exchange Rate Changes on Cash and Cash Equivalents | 14,419,993.49 | -17,008,209.00 | | Net Increase in Cash and Cash Equivalents | 125,048,627.83 | -303,047,304.40 | | Cash and Cash Equivalents at End of Period | 616,029,739.22 | 419,089,812.14 | [III. Company Basic Information](index=94&type=section&id=III.%20Company%20Basic%20Information) Guangzhou Xinbang Intelligent Equipment Co., Ltd., established on July 18, 2005, and listed on June 29, 2022, specializes in high-end equipment design and manufacturing integrated with industrial and collaborative robotics - The company was established on **July 18, 2005**, and listed on the Shenzhen Stock Exchange on **June 29, 2022**[231](index=231&type=chunk)[232](index=232&type=chunk) - Its main business is the design, manufacturing, and integration of high-end equipment centered on industrial robots, collaborative robots, and related intelligent technologies[232](index=232&type=chunk) - The parent company and controlling shareholder is Guangdong Xinbang Automation Equipmen

Group 1 - The stock price of Xinbang Intelligent showed volatility on August 26, opening at 46.38 yuan, reaching a high of 47.35 yuan, a low of 45.48 yuan, and closing at 45.57 yuan, down 1.28% from the previous trading day [1] - Notably, around 9:35 AM, the stock experienced a rapid rebound with an increase of over 2% within five minutes [1] - The company operates in the specialized equipment manufacturing industry, focusing on the research, production, and sales of intelligent equipment, primarily used in consumer electronics and automotive electronics [1] Group 2 - Xinbang Intelligent is registered in Guangdong Province and is associated with themes such as robotics and new industrialization [1] - On August 26, there was a net outflow of 18.46 million yuan in main funds, with a cumulative net outflow of 3.74 million yuan over the past five trading days [1]

Core Viewpoint - Xunbang Intelligent announced the receipt of a letter from CITIC Securities regarding the change of the sponsor representative for its initial public offering project [1] Group 1 - CITIC Securities was the sponsor for the company's initial public offering [1] - The original designated sponsor representatives were Mr. Wang Guowei and Mr. Hong Shuqin [1] - Mr. Wang Guowei will no longer serve as the continuous supervision sponsor representative due to job changes [1] Group 2 - Mr. Wang Rongxin has been appointed to replace Mr. Wang Guowei for the ongoing supervision of the project [1] - The handover of relevant business has been completed [1]