Core Viewpoint - The company, Guangdong Lingyi Intelligent Manufacturing Co., Ltd., announced adjustments to its fundraising projects, increasing the investment in the "Carbon Fiber and Heat Dissipation Precision Parts R&D and Production Project" from 266 million yuan to 743 million yuan, and introducing a new project for upgrading capabilities in humanoid robot key components and complete machine processing with an investment of 50 million yuan [2][3]. Group 1: Fundraising Project Adjustments - The original investment for the "Carbon Fiber and Heat Dissipation Precision Parts R&D and Production Project" is increased by 477 million yuan to meet the growing market demand, bringing the total investment to 743 million yuan [2]. - The additional funds will be used for the development and production of new heat management products and to purchase equipment to expand production capacity [2]. Group 2: New Project Introduction - The newly added project, "Humanoid Robot Key Components and Complete Machine Processing Capability Upgrade Project," has a total investment of 137 million yuan, with 50 million yuan sourced from the fundraising [3]. - The project aims to develop core components such as body structure parts, servo motors, drivers, reducers, and joint modules, as well as solutions for high-power charging and heat dissipation [3]. - The project is seen as a strategic move to diversify the company's growth and enhance its capabilities in the robot industry, transitioning from component supply to complete assembly [3].

Core Viewpoint - The company is adjusting its fundraising projects and amounts to enhance the efficiency of fund utilization, with a significant increase in investment for the carbon fiber project and the introduction of a new project focused on humanoid robots [2] Group 1: Fundraising Adjustments - The total investment for the original fundraising project "Research and Production of Carbon Fiber and Heat Dissipation Precision Parts" is increased from 266 million to 743 million [2] - A new fundraising project "Upgrading Key Components and Assembly Capabilities for Humanoid Robots" is introduced with a planned investment of 50 million [2] Group 2: Project Implementation - The company plans to conduct research, testing, and trial production of robot-related structural components and complete products across multiple locations including Shenzhen, Dongguan, Suzhou, and Yangzhou [3] - The project aims to develop core components such as body structure parts, servo motors, drivers, reducers, and joint modules, as well as solutions for high-power charging and heat dissipation [3] Group 3: Technological Advancements - The project will introduce advanced research and testing equipment such as five-axis CNC machines, 3D printers, and laser tracking devices to enhance the professional and systematic level of the R&D platform [4] - The company has a strong foundation in high-strength material processes and structural design, which will support the development of core components for humanoid robots [4] Group 4: Strategic Importance - The new project is a crucial strategic move for the company to capture industry development opportunities and diversify its growth trajectory [3] - The integration of the robot industry chain from key components to complete systems will enhance the company's participation in the robotics ecosystem [3]

Group 1 - The company, Lingyi Technology, is convening the first bondholders' meeting for its convertible bonds on July 4, 2025, to discuss important proposals [1][2][3] - The meeting will include both on-site and online voting options for bondholders, with specific time slots for each voting method [2][3] - Key proposals to be discussed include adjustments to certain fundraising projects and amendments to the rules governing bondholders' meetings [3][4][6] Group 2 - Bondholders must register to attend the meeting, providing necessary identification and documentation [4][5] - The registration period is set for June 30, 2025, with specific instructions for both in-person and online participation [4][5] - The company has provided detailed procedures for online voting through the Shenzhen Stock Exchange's systems [5][6]

Core Points - The document outlines the rules for the board of directors of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency and scientific decision-making [1][2][3] Board Composition and Responsibilities - The board consists of seven directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][2] - The board is responsible for exercising powers granted by laws, regulations, the company's articles of association, and the shareholders' meeting [1][2] Committees and Their Functions - The board establishes specialized committees, including the audit committee, nomination committee, compensation and assessment committee, and strategy and development committee, with independent directors holding a majority in certain committees [2][3] - The audit committee is tasked with reviewing financial information and supervising internal controls, requiring a majority agreement from its members before submitting matters to the board [19][27] Director Qualifications and Duties - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors have fiduciary duties to act in the company's best interests, avoid conflicts of interest, and maintain confidentiality [4][5] Meeting Procedures - The board must hold at least two regular meetings annually, with special meetings called as needed, requiring prior notice to all directors [24][41] - Decisions require a majority vote from attending directors, and directors must attend in person or delegate their voting rights appropriately [46][47] Voting and Decision-Making - Voting is conducted on a one-person, one-vote basis, and directors must declare any conflicts of interest before voting on related matters [55][56] - The board must adhere strictly to the powers granted by the shareholders' meeting and the company's articles of association when making decisions [56][57] Documentation and Record-Keeping - Meeting records must be maintained, including attendance, agenda, and voting results, with a retention period of at least ten years [60][65] - The board secretary is responsible for organizing and preserving meeting documentation and ensuring compliance with disclosure requirements [34][35]

Core Viewpoint - The company establishes a dividend management system to ensure a scientific, sustainable, and stable profit distribution mechanism, protecting the legitimate rights and interests of minority investors [1]. Dividend Policy - The company will allocate profits after tax in the following order: 10% of the annual after-tax profit will be allocated to the statutory reserve fund, unless the accumulated statutory reserve fund exceeds 50% of the registered capital [2]. - After allocating to the statutory reserve fund, the company may also allocate discretionary reserve funds based on shareholder meeting resolutions [2]. - Remaining after-tax profits will be distributed according to the proportion of shares held by shareholders, unless otherwise specified in the company’s articles of association [2]. - The company aims for a continuous and stable profit distribution policy, prioritizing cash dividends while considering the company's operational needs [3]. Cash Dividend Conditions - Cash dividends will be distributed only if the company has positive profits and sufficient cash flow, ensuring that it does not affect future operations [3]. - The company plans to distribute cash dividends at least once a year, with a minimum of 10% of the distributable profit for that year, and a cumulative cash distribution over three years not less than 30% of the average annual distributable profit [3][4]. Shareholder Return Planning - The company will develop a three-year shareholder return plan, detailing specific arrangements for dividends and cash distribution intervals [5]. - The return plan will consider the company's long-term sustainable development and various factors such as current and future profitability, cash flow, and investment needs [5]. Decision and Supervision Mechanism - The board of directors will draft a profit distribution proposal, which will then be submitted to the shareholders' meeting for approval [7]. - The audit committee will supervise the execution of the cash dividend policy and ensure compliance with decision-making procedures and information disclosure [8]. - If the company has profits but does not propose cash dividends, the board must explain the reasons and the intended use of retained funds [7][10].

General Provisions - The company 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 and registered in Jiangmen City, with a unified social credit code [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 79.5 million shares in July 2011 [1][2] Company Structure and Capital - The registered capital of the company is RMB 7,008,177,819 [2][5] - The company is a permanent joint-stock company, and its legal representative is the director or general manager [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's business objective is to leverage its advantages to expand production capacity and enhance its technical and management levels for greater shareholder returns [3][4] - The business scope includes manufacturing and selling magnetic materials, alloy powder products, micro motors, and related technology exports [3][4] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The total number of shares currently issued by the company is 7,008,177,819, all of which are ordinary shares [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer their shares [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot abuse their rights to harm the company or other shareholders [17][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] - Shareholder proposals must be within the scope of the meeting's authority and must be clearly defined [59][60] Legal Compliance and Governance - The company must comply with legal requirements for information disclosure and governance, ensuring that all actions are in line with laws and regulations [14][19] - The board of directors is responsible for ensuring compliance and may face legal consequences for failing to act in the company's best interests [16][18]

广东领益智造股份有限公司 信息披露管理办法 广东领益智造股份有限公司 （2025 年 6 月） 第一章 总则 第一条 为规范广东领益智造股份有限公司（以下简称"公司"）的信息披露行为，加强 信息披露事务管理，促进公司规范运作，保护公司、股东、债权人及其他利益相关人的合法 权益，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》（以下简称"《证券法》"）、《深圳证券交易所股票上市规则》（以下简称"《股票上市 规则》"）、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 （以下简称"《规范运作指引》"）、《上市公司信息披露管理办法》（以下简称"《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 5 号——信息披露事务管理》（以 下简称"《信息披露事务管理》"）等法律、行政法规、部门规章及规范性文件和《公司章程》 的有关规定和要求，结合公司实际情况，特制定本办法。 第二条 本办法所称信息披露是指公司或相关信息披露义务人按法律、行政法规、部门 规章、规范性文件、深圳证券交易所（以下简称"深交所"）其他有关规定在中国证券监督管 理委员会（以下简称"中 ...

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General Principles - The management system for the shares held by the directors and senior management of Guangdong Lingyi Intelligent Manufacturing Co., Ltd. aims to strengthen the management of shareholding and changes, clarifying management procedures based on relevant laws and regulations [1][2] - This system applies to directors, senior management, and other specified individuals or organizations holding and trading the company's stocks and derivatives [1][2] Shareholding and Trading Regulations - Directors and senior management must strictly manage their personal stock accounts and are prohibited from transferring or lending their accounts to others for trading the company's stocks [2][3] - They are also prohibited from engaging in margin trading with the company's stocks as the underlying securities [2][3] Reporting and Disclosure Requirements - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely and accurate reporting of share trading activities [3][4] - Directors and senior management must report any changes in their shareholding within two trading days and disclose this information through the company's announcements [10][11] Trading Limitations - Directors and senior management are restricted from trading the company's stocks during specific periods, such as before the announcement of annual and quarterly reports [8][9] - They are also prohibited from transferring shares within one year of the company's stock listing and for six months after leaving their positions [9][10] Share Transfer Conditions - The company may impose additional conditions on the transfer of shares held by directors and senior management, such as performance assessments and lock-up periods [10][11] - Any shares that are subject to lock-up will retain their rights, such as dividend rights and voting rights, during the lock-up period [10][11] Violations and Penalties - If directors and senior management engage in illegal trading activities, the company board is required to recover any profits made from such transactions and disclose the details of the violations [12][13] - The company must also disclose any instances of non-compliance with trading regulations in its periodic reports [12][13]