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]

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]

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 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]

Group 1: Financial Performance - In Q1 2025, the company reported revenue of 1.56 billion yuan, a year-on-year increase of 29.92%, and a net profit of 74.57 million yuan, up 44.97% [2][3] - R&D investment in 2024 was 86.16 million yuan, representing a 35.86% increase and accounting for 4.90% of total revenue [6] Group 2: Industry and Market Drivers - National policies are strongly supporting the development of machine tool enterprises, with high demand for machine tool upgrades and domestic replacements [3] - The 3C and new energy vehicle sectors are driving significant capital expenditures in machine tool equipment, contributing to robust market demand [3] Group 3: Company Strengths - The company has enhanced its brand power and overall competitiveness following its IPO and a long-term focus on technology and quality [3] - New production bases in Dongguan and Nanjing have alleviated capacity constraints, facilitating the expansion into key markets [3] - The company has developed a series of high-end products, including CNC lathes and five-axis machining centers, which are now in mass production [3][4] Group 4: Competitive Advantages - High self-manufacturing rate of core components reduces procurement costs and supply chain risks [4] - A flexible sales model combining direct sales and distribution enhances market coverage and efficiency [4][5] - A well-established service team and customer relationship management system improve service efficiency and customer satisfaction [5] Group 5: Customer Base and Market Expansion - The company has shifted focus from small to large clients, particularly in the new energy and 3C sectors, leading to increased sales from major customers [5] - The overseas market strategy initiated in 2022 aims to establish a sales network in key markets like Turkey and Mexico, although current overseas revenue is still low [7][9] Group 6: Cash Flow Management - The company experienced negative operating cash flow in 2024 due to increased procurement and inventory levels, which is considered a normal phase of rapid expansion [8] - Future strategies include optimizing business settlement models and enhancing accounts receivable management to improve cash flow [8]

Group 1 - The Dongguan New Generation Artificial Intelligence Innovation Consortium was established on May 29, focusing on addressing common technological issues in the AI industry [1] - Dongguan has formed four innovation consortia covering various fields, including new energy, next-generation communication, future food, and industrial mother machines and molds, with a total expected research funding exceeding 500 million yuan [1] - The consortium is led by Guangdong Optoelectronics Technology Co., Ltd. and includes multiple partners such as vivo, Dongguan New Energy, and various universities and research institutes [1]

Group 1 - The company has approved a profit distribution plan for the year 2024, which involves distributing a cash dividend of RMB 1.00 per 10 shares to all shareholders, totaling RMB 12,076,000 based on the current total share capital of 120,760,000 shares [1][2] - The cash dividend distribution will be subject to different tax rates for various categories of shareholders, with specific provisions for Hong Kong investors and domestic investors holding different types of shares [1][2] - The record date for the rights distribution is set for May 28, 2025, and the ex-dividend date is May 2, 2025 [2] Group 2 - The distribution will be directly credited to the shareholders' accounts through their securities companies or other custodial institutions on May 29, 2025 [2] - The company assumes all legal responsibilities and consequences in case of insufficient cash dividends during the distribution process [2] - Shareholders can consult the company’s securities department for any inquiries regarding the distribution [2]

证券代码：301603 证券简称：乔锋智能 公告编号：2025017 乔锋智能装备股份有限公司 2024年度权益分派实施公告 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。 乔锋智能装备股份有限公司（以下简称"公司"）2024年度利润分配方案已获 2025年5月16日召开的2024年年度股东大会审议通过，现将利润分配事宜公告如 下： 4、本次实施分配方案距离股东大会审议通过的时间未超过两个月。 二、本次实施的利润分配方案 本公司2024年度权益分派方案为：以公司现有总股本120,760,000股为基数， 向全体股东每10股派1.000000元人民币现金（含税；扣税后，通过深股通持有股 份的香港市场投资者、境外机构（含QFII、RQFII）以及持有首发前限售股的个 人和证券投资基金每10股派0.900000元；持有首发后限售股、首发后可出借限售 股、股权激励限售股及无限售流通股的个人股息红利税实行差别化税率征收，本 公司暂不扣缴个人所得税，待个人转让股票时，根据其持股期限计算应纳税额【 注】；持有首发后可出借限售股、首发后限售股、股权激励限售股及无限售流通 ...

Group 1: Financial Performance - In 2024, the company achieved a revenue of CNY 1.76 billion, representing a year-on-year growth of 21.02%, with a net profit of CNY 205 million, up 21.33% [2] - In Q1 2025, the revenue reached CNY 478 million, showing a year-on-year increase of 29.92%, while the net profit was CNY 74.57 million, up 44.97% [2] - The growth is primarily driven by strong demand in the 3C and new energy vehicle sectors, along with the effective alleviation of capacity constraints due to new production capacity coming online [2][3] Group 2: Product Line Performance - The vertical machining center generated CNY 1.404 billion in revenue in 2024, accounting for 79.81% of total revenue, with a year-on-year growth of 23.42% [3] - The horizontal machining center revenue was CNY 61.065 million, up 42.24%, but with a decline in gross margin by 6.55% due to initial low production efficiency [3] - Other CNC machine tools, including grinding machines and lathes, achieved revenue of CNY 103 million, reflecting a growth of 24.76% and a gross margin increase of 6.64% [4] Group 3: Capacity and Market Expansion - The company has been actively expanding production capacity, which has alleviated delivery pressures and supported the development of major customer relationships [4][5] - Since 2021, the company has focused on resource investment in key sectors such as new energy vehicles and 3C, leading to significant breakthroughs in customer expansion [5] - The company plans to establish R&D and sales centers in Hong Kong and Germany to enhance its international market responsiveness and service levels [6][7] Group 4: R&D and Technological Development - In 2024, R&D investment reached CNY 86.1646 million, a year-on-year increase of 35.86%, accounting for 4.90% of revenue [6] - The company emphasizes the application of CNC machine tools in sectors like new energy vehicles and aerospace, while also focusing on automation and robotics [6] - The rapid development of humanoid robots presents a significant market opportunity for CNC machine tools, prompting the company to enhance its R&D in this area [6] Group 5: Competitive Advantages - The company has established a comprehensive product line in metal cutting machine tools, enhancing brand recognition and market reputation following its listing on the Shenzhen Stock Exchange [7] - High self-manufacturing rates and a vertically integrated production system help reduce procurement costs and supply chain risks [7] - A flexible sales strategy combining direct sales and distribution channels allows the company to effectively respond to customer needs and expand market coverage [7]