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]

乔锋智能装备股份有限公司 累积投票制实施细则 第七条 公司依照公司章程规定的方式和程序确定董事候选人，确保选举 的公开、公平、公正。 第八条 公司在召开股东会的通知中提醒股东特别是社会公众股东注意， 除董事会已公告的董事、独立董事候选人之外，单独或合并持有公司1%以上有 表决权股份的股东可在距股东会召开10日之前提交新的董事候选人提案。 第九条 当全部提案所提候选人多于应选人数时，应当进行差额选举。 第一章 总则 第一条 为了进一步完善乔锋智能装备股份有限公司（以下简称"公司"） 法人治理文件，规范公司董事的选举，保证所有股东充分行使权利，维护中小 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》《上市 公司治理准则》《深圳证券交易所创业板股票上市规则》等有关法律、法规、 规范性文件和《乔锋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，并结合本公司实际，特制定本细则。 第二条 公司股东会选举两名及以上董事时，应采取累积投票制。 公司单一股东及其一致行动人拥有权益的股份比例在30%以上的，股东会 在董事进行表决时，应当采用累积投票制。 第三条 本实施细则所称累积投票制，是指公司股 ...

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]

乔锋智能装备股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为适应建立现代企业制度的要求，维护股东的合法权益，规范乔锋智能 装备股份有限公司（下称"公司"）审计委员会的议事方法和程序，促使涉及委员 会有效地履行职责，规范高效地发挥审计委员会的监督职能，根据《中华人民共和 国公司法》（下称"《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》《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》及《乔锋智能装备股份有限公司章程》（下称"公司章程"）的规 定，特制定本工作细则。 第二条 审计委员会是公司的监督机构，对公司财务以及公司董事、总经理和其 他高级管理人员履行职责的合法合规性进行监督，维护公司及股东的合法权益。 第二章 审计委员会组成和职权 第三条 公司董事会设置审计委员会。审计委员会由三名董事组成，其中独立董 事两名，由独立董事中会计专业人士担任召集人。审计委员会召集人召集和主持审 计委员会会议；审计委员会召集人不能履行职务或不履行职务的，由半数以上成员 共同推举一名审计委员会成员召集和主持审计委员会会议。 职工代表董事由公司职工代表大会选举产生或罢 ...

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].

乔锋智能装备股份有限公司 重大信息内部报告制度 第一章 总 则 第一条 为加强乔锋智能装备股份有限公司（以下简称"公司"）重大信 息内部报告工作，进一步明确公司内部各部门和各控股子公司的信息收集与管 理职责，确保公司真实、准确、完整、及时、公平地披露信息，结合公司实际 情况，特制定本制度。 第二条 公司严格按照《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司信息披露管理办法》 《深圳证券交易所创业板股票上市规则》 第六条 报告人应在本制度规定的第一时间内向证券法务部履行信息报告 义务，并保证提供的相关文件资料真实、准确、完整，不得有虚假记载、误导 性陈述或者重大遗漏。报告人对所报告信息的真实性承担责任。 第七条 公司董事、总经理、董事会秘书及其他高级管理人员及因工作关 系了解公司未公开披露信息的人员，在该等信息尚未公开披露之前，负有保密 义务。 第八条 公司董事会秘书应根据公司实际情况，定期对报告义务人员进行 有关公司治理及信息披露等方面的沟通和培训，以保证公司内部重大信息报告 的及时和准确。 第九条 公司网站、宣传性资料的内容不得涉及公司未公开披露的重大信 息。公司内刊资料涉及未公开披露重大信 ...

证券代码：301603 证券简称：乔锋智能 公告编号：2025019 乔锋智能装备股份有限公司 关于变更公司住所并修订《公司章程》及制定、修订公司部分治理制度的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，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"）于2025年6月16日召开公司 第二届董事会第十三次会议，审议通过了《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》和《关于制定、修订公司部分治理制度的议案》。 现将相关事项公告如下： 一、关于变更公司住所等情况说明 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基地 ，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>配套制度规则实施 相关过渡期安排》《上市公司章程指引（2025年修订）》等相关法律法规的规定 ，结合公司实际情况，《公司法》规定的监事会的职权改由董事会审计委员会行 使，公司《监事会议事规则》将相应废止。 二、修订《公司章程》的情况 鉴于以上情况，同时根据新《公司法》《上市公司章程指引（20 ...