证券代码：301603 证券简称：乔锋智能 公告编号：2025018 乔锋智能装备股份有限公司 第二届董事会第十三次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，不存在虚假记 载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 乔锋智能装备股份有限公司（以下简称"公司"）第二届董事会第十三次会议于 2025年6月16日以现场和通讯相结合的方式在公司会议室召开，会议通知于2025年6 月10日以邮件方式送达。本次会议由董事长蒋修华主持，应到董事5人，实到董事5 人，吕盾、郑朝博以通讯方式出席会议，公司监事、高级管理人员列席了会议。本 次董事会的召集、召开和表决程序符合《中华人民共和国公司法》（以下简称"《 公司法》"）等有关法律、法规及《公司章程》的规定。 二、董事会会议审议情况 经全体董事逐项审议，会议表决情况如下： （一）审议通过《关于变更公司住所、修订<公司章程>并办理工商变更登记 的议案》 鉴于公司数控装备生产基地建设项目已投入使用，并成为公司主要运营场所， 故公司决定将住所变更为广东省东莞市常平镇麦元村园华路103号。根据中国证券 监督管理委员会发布的《关于新<公司法>配套 ...

Group 1 - The company held its 13th meeting of the second board of directors, with all five directors present, and the meeting complied with relevant laws and regulations [1] - The board approved the proposal to change the company's registered address to Dongguan City, Guangdong Province, due to the completion of its CNC equipment production base [1] - The company plans to revise its articles of association in accordance with the new Company Law and relevant regulations, authorizing the legal representative to handle the necessary registrations [1] Group 2 - The board approved the proposal to revise certain governance systems to align with the latest legal requirements and improve corporate governance [2] - All governance-related proposals received unanimous support from the board, with no votes against or abstentions [2][3] - The company will submit these proposals to the shareholders' meeting for further approval [2][3] Group 3 - The board agreed to reappoint Rongcheng Accounting Firm as the auditing agency for the fiscal year 2025, with the decision pending shareholder approval [3][4] - The board proposed to hold the first extraordinary shareholders' meeting of 2025 on July 4, 2025, combining on-site and online voting methods [4] - All proposals related to the shareholders' meeting received unanimous support from the board [4]

Meeting Announcement - The company has announced the convening of the 2025 First Extraordinary General Meeting of Shareholders on July 4, 2025 [1] - The meeting will take place at 15:00 local time, with online voting available from 9:15 to 15:00 on the same day [1][2] Participation Details - Shareholders holding shares on the registration date are entitled to attend the meeting and can appoint proxies to vote on their behalf [2] - Registration for attending the meeting in person will be open on July 2, 2025, from 9:00 to 11:30 and 13:30 to 16:00 [6] Voting Procedures - Voting can be conducted through the Shenzhen Stock Exchange trading system and the internet voting system [1][8] - The meeting will not involve cumulative voting proposals, and shareholders can express their votes as agree, disagree, or abstain [8] Agenda Items - The meeting will review proposals including the change of the company's registered address and amendments to the Articles of Association [4][11] - A total of ten sub-proposals related to governance system revisions will also be presented for voting [11]

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Qiao Feng Intelligent Equipment Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][5] Group 1: General Principles - The cumulative voting system is mandated for the election of two or more directors, especially when a single shareholder or their concerted parties hold over 30% of the voting shares [1][2] - The voting rights in the cumulative voting system allow shareholders to concentrate their votes on one or several candidates, with each share having a number of votes equal to the number of directors to be elected [1][3] Group 2: Nomination of Candidates - The company will determine director candidates according to its articles of association, ensuring a transparent and fair election process [2][3] - Shareholders holding more than 1% of voting shares can propose new candidates up to 10 days before the shareholders' meeting [2][3] Group 3: Voting Principles - Each shareholder's voting power is calculated as the number of shares held multiplied by the number of directors to be elected [3][4] - Votes can be distributed among candidates or concentrated on specific candidates, but the total votes cast for any candidate cannot exceed the shareholder's total voting rights [3][4] Group 4: Election Outcomes - Candidates are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights present at the meeting [4][5] - If the number of elected directors does not meet the required threshold, the original board continues to function until a new election is organized [4][5] Group 5: Special Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting [4][5] - Voting can be conducted in person or by proxy, and specific instructions regarding the voting process must be provided [4][5]

Core Points - The article outlines the rules and regulations governing the Strategic and Investment Decision-Making Committee of Qiao Feng Intelligent Equipment Co., Ltd, aiming to enhance work efficiency and quality [1][2] - The committee is responsible for researching the company's long-term development strategies and major strategic investments, providing rational suggestions to the board of directors [1][2] Organizational Structure - The committee consists of three members, with candidates nominated by the chairman and independent directors, and elected by the board [3][4] - The chairman of the committee is the chairman of the board [3] Powers and Responsibilities - The committee's responsibilities include researching and suggesting long-term development strategies, major investment financing plans, and significant capital operations [8] - The committee is also tasked with analyzing and evaluating the implementation of major strategic projects and long-term planning [10] Work Procedures - The committee operates under a system of regular and special meetings, which can be conducted through various means including in-person, video, or electronic methods [5][6] - Meetings require at least two-thirds of the members to be present for valid resolutions, and decisions are made through voting [19][21] Reporting and Accountability - The committee must submit work reports to the board, covering the analysis of major strategic projects and other significant matters as requested [10][11] - The chairman is responsible for convening meetings, signing reports, and representing the committee in communications with the board [11][12] Miscellaneous - The rules are subject to amendments based on changes in laws or regulations, and the board holds the authority to interpret these rules [25][26]

General Provisions - The company, Jirfine Intelligent Equipment Co., Ltd., aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company in Dongguan, Guangdong Province, transitioning from a limited liability company with a registered capital of RMB 120.76 million [2][3] - The company received approval from the China Securities Regulatory Commission for its initial public offering of 30.19 million shares on April 24, 2024 [3] Company Structure - The company is a permanent joint-stock entity, with the chairman serving as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will incur legal consequences for the company [2][3] Business Objectives and Scope - The company's business objective is to enhance manufacturing efficiency, precision, stability, and intelligence, aiming to become a leading provider of CNC equipment [3][4] - The business scope includes research and development, production, sales, and maintenance of general machinery and parts, as well as import and export activities [3][4] Shares and Capital - The company's capital is divided into equal shares, with each share having a par value of RMB 1.00 [5][6] - The total number of shares issued by the company is 120.76 million, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the ability to propose and vote on resolutions at shareholder meetings [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [41][42] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to occur within six months after the end of the previous fiscal year [50][51] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and the company must provide adequate notice to shareholders [52][53] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [82][84] - The company must ensure that voting processes are transparent and that the interests of minority shareholders are protected during significant decisions [85]

General Principles - The company establishes a management system for the shares held by directors and senior management to maintain market order and comply with relevant laws and regulations [1][2] - This system applies to directors, senior management, and other specified individuals or organizations holding shares in the company [1] Shareholding and Reporting Requirements - Directors and senior management must ensure the accuracy and timeliness of data reported to the Shenzhen Stock Exchange and the China Securities Depository and Clearing Corporation [2][6] - They are required to report personal and family information to the exchange within specified timeframes upon changes in their status or upon appointment [3][6] Shareholding Change Management - Directors and senior management must notify the board secretary of their trading plans before buying or selling shares, and the secretary must verify compliance with relevant regulations [4][8] - The annual transferable share limit for directors and senior management is calculated based on 25% of their holdings as of the last trading day of the previous year [4] Restrictions on Share Transfers - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing and within six months after leaving their positions [5][13] - They must also adhere to specific trading blackout periods surrounding financial report announcements and significant corporate events [6][7] Information Disclosure - The company must disclose any shareholding changes by directors and senior management within two trading days of the occurrence [11] - Any plans for share buybacks or increases in shareholding must be reported and disclosed according to regulatory requirements [18][19]

Core Points - The article outlines the working rules of the Audit Committee of Qiao Feng Intelligent Equipment Co., Ltd, aiming to adapt to modern corporate governance and protect shareholders' rights [2][8] - The Audit Committee is established as a supervisory body to oversee the legality and compliance of the company's financial activities and the actions of its directors and senior management [2][3] Section Summaries General Provisions - The Audit Committee's purpose is to ensure effective supervision and compliance with laws, regulations, and the company's articles of association [2] - It is responsible for safeguarding the legitimate rights and interests of the company and its shareholders [2] Composition and Powers of the Audit Committee - The Audit Committee consists of three directors, including two independent directors, with one being a qualified accountant serving as the convener [3] - The committee has various powers, including financial inspections, supervision of management actions, and the ability to propose the convening of extraordinary shareholder meetings [3][4] Meeting Procedures - The Audit Committee must meet at least quarterly, with provisions for additional meetings as needed [4] - Meetings require a two-thirds majority of members to be present, and members must attend in person or delegate their voting rights [5][6] Decision-Making Process - Decisions are made through itemized voting, and resolutions require approval from more than half of the committee members [6][7] - Meeting records must be maintained, detailing attendance, discussions, and voting outcomes [7][8] Implementation and Amendments - The working rules take effect upon approval by the board and will be updated in accordance with new laws and regulations [8][9]

Core Viewpoint - The company has established a management system for the resignation of directors and senior management to ensure operational stability and protect shareholder rights [1]. Group 1: Resignation Procedures - Directors must submit a written resignation report to the board before resigning, which becomes effective upon delivery. If a resignation leads to a violation of the minimum number of board members, the resigning director must continue to fulfill their duties until a new director is appointed [2]. - Senior management must provide a one-month written notice to the board before resigning, unless otherwise stipulated in their labor contract. The board has the authority to approve or deny the resignation [2]. - The board must disclose the resignation situation within two days of receiving the resignation report [2]. Group 2: Termination and Responsibilities - Directors can be removed from their position by a shareholder resolution if they violate laws or company regulations, with the termination effective immediately upon the resolution [2]. - Senior management can be dismissed by the board for similar violations, with the termination effective upon the board's decision [3]. - If a director or senior management is dismissed without just cause, they may seek compensation for damages [3]. Group 3: Transition and Commitments - Departing directors and senior management must ensure a smooth transition by handing over all relevant documents and ongoing work to their successors [3]. - The company must review all public commitments made by departing directors and senior management during their tenure, and they are required to continue fulfilling any uncompleted commitments post-resignation [3]. - The company is responsible for monitoring the fulfillment of these commitments and must disclose any violations by departing personnel [3]. Group 4: Confidentiality and Liability - The obligations of loyalty and confidentiality to the company and shareholders do not automatically end upon the termination of their term, with confidentiality obligations lasting until the information becomes public [5]. - Responsibilities incurred during their tenure remain in effect even after resignation, and the company retains the right to pursue legal action for any misconduct during their term [5]. Group 5: Additional Provisions - Any unresolved issues related to legal disputes or business matters must be actively managed by departing directors and senior management [5]. - The management system will be revised in accordance with any changes in laws or regulations, and the board holds the interpretation rights of this system [5].

Core Points - The company has established an internal reporting system for significant information to ensure accurate and timely disclosure of information [1][2] - The system outlines the responsibilities of various personnel, including board members, senior management, and department heads, in reporting significant information [2][4] - The company emphasizes the importance of confidentiality regarding undisclosed information and mandates training for reporting personnel [3][10] Group 1: Internal Reporting Responsibilities - The board of directors, senior management, and heads of departments are obligated to report significant information within their jurisdiction [2][4] - The legal department is designated as the management department for information disclosure, with the chairman of the board as the primary responsible person [5][8] - Reporting personnel must ensure the accuracy and completeness of the information provided and are held accountable for any misrepresentation [6][11] Group 2: Definition and Scope of Significant Information - Significant information includes any data that could materially affect the trading price of the company's stock, such as major transactions, management decisions, and legal matters [1][4] - Specific thresholds for reporting significant transactions are established, including those involving over 10% of audited annual revenue or net profit [4][5] - The company must report any potential risks or significant events that could impact its operations or financial standing [5][6] Group 3: Information Disclosure Process - The process for reporting significant information involves collecting, organizing, and submitting relevant documents to the legal department [8][9] - The board secretary is responsible for analyzing and determining the necessity of disclosing reported information [9][10] - Any unauthorized disclosure of significant information is strictly prohibited, and personnel are required to verify the content before publication [10][11]