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]

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].

北京市天元律师事务所 关于快克智能装备股份有限公司差异化分红事项 的法律意见 京天股字（2025）第 358 号 致：快克智能装备股份有限公司 北京市天元律师事务所（以下简称"本所"）接受快克智能装备股份有限公司 （以下简称"公司"）的委托，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》"）、《上市公司股 份回购规则》 （以下简称"《股份回购规则》"）、 《上海证券交易所上市公司自律监管 指引第 7 号——回购股份》 （以下简称"《股份回购指引》"）等法律、法规、规章和 其他规范性文件以及《快克智能装备股份有限公司章程》的规定，就公司 2024 年 度利润分配所涉及的差异化分红特殊除权除息处理（以下简称"本次差异化分红"） 相关事项出具本法律意见。 为出具本法律意见，本所及本所律师审查了公司提供的本次差异化分红的相 关文件，就有关事项向公司进行了必要的询问。本所律师依据本法律意见出具日以 前已经发生或存在的事实并基于对现行法律、法规和规范性文件的理解发表法律意 见。 本法律意见仅就本次差异化分红所涉及到的法律问题发表法律意见，并不对 有关会计、审计等专 ...

Core Viewpoint - Dafu Technology plans to transfer 27% of its stake in its profitable subsidiary, Shenzhen Peitian Intelligent Manufacturing Equipment Co., Ltd. (Peitian Intelligent), to Huaiyuan County Dayu Industrial Investment Group Co., Ltd. for approximately 192 million yuan, while retaining a controlling stake of 63.49% in Peitian Intelligent after the transaction [1][6]. Group 1: Company Financials - Dafu Technology's revenue has fluctuated around 2.4 billion yuan from 2016 to 2024, with a net profit only recorded in 2022; the company reported a net loss of 491 million yuan in 2024 [3]. - In Q1 of this year, Dafu Technology achieved a revenue of 547 million yuan, a year-on-year increase of 2.73%, but continued to incur a net loss of 66.15 million yuan, which expanded by 2.61% year-on-year [3]. Group 2: Subsidiary Performance - Peitian Intelligent reported revenues of 146 million yuan and a net profit of 54.88 million yuan in 2024, indicating its status as a core profitable asset for Dafu Technology [2]. Group 3: Strategic Rationale - The transaction is aimed at optimizing Peitian Intelligent's equity structure and introducing strategic investors to enhance business development and customer resource expansion in various downstream industries [5]. - The deal allows Dafu Technology to improve liquidity without losing control over Peitian Intelligent, supporting the company's main business development amid the need for transformation and improved cash flow [6].

Core Viewpoint - Taihe Intelligent plans to acquire 100% equity of Anhui Sunshine Yuchu New Energy Co., Ltd. from its controlling shareholder Sunshine New Energy for no more than 50 million yuan, despite the target company facing high debt and significant losses [1][2]. Group 1: Acquisition Details - The acquisition involves a company that has a debt ratio exceeding 80% and a net loss of over 22 million yuan in the first quarter of this year [1]. - Taihe Intelligent reported a net profit of only 2.09 million yuan in the same period, indicating potential financial challenges due to the acquisition [1][3]. - The target company, Sunshine Yuchu, primarily engages in energy storage projects for commercial users, providing necessary services to save energy costs [2][3]. Group 2: Financial Impact - In 2024, Sunshine Yuchu is expected to generate revenue of 19.78 million yuan, accounting for 3.51% of Taihe Intelligent's total revenue, while in the first quarter of 2025, it is projected to contribute 15% [3]. - Sunshine Yuchu is anticipated to incur a net loss of 6.13 million yuan in 2024 and 22.66 million yuan in the first quarter of 2025, which may negatively impact Taihe Intelligent's financial performance [3]. Group 3: Business Risks and Competition - The company acknowledges significant cross-industry operational risks due to its lack of experience in energy storage, raising concerns about the integration of the new business [1][6]. - There are questions regarding potential competition between Taihe Intelligent and Sunshine New Energy, as both are involved in the energy sector, and the independence of Sunshine Yuchu's operations post-acquisition is uncertain [5][6]. - Sunshine New Energy has a broad investment portfolio in the renewable energy sector, which may complicate the competitive landscape following the acquisition [5][6].

Core Viewpoint - Jiangsu Tianyuan Intelligent Equipment Co., Ltd. announced its 2024 annual profit distribution plan, which includes a cash dividend of RMB 0.035 per share, approved at the shareholders' meeting on May 27, 2025 [2][4]. Distribution Plan - The distribution year is for the 2024 fiscal year [3]. - The distribution is applicable to all shareholders registered with China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as of the close of trading on the day before the equity registration [3]. - The total cash dividend to be distributed amounts to RMB 7,500,969, based on a total share capital of 214,313,400 shares [4]. Implementation Details - The cash dividends for unrestricted circulating shares will be distributed through the clearing system of China Securities Depository and Clearing Corporation Limited, Shanghai Branch [5]. - Specific shareholders, including Wu Yizhong, Yin Yan, He Qinghua, and certain investment partnerships, will receive their cash dividends directly from the company [6]. Taxation Information - For individual shareholders and securities investment funds acquiring shares from the public market, the company will not withhold personal income tax at the time of dividend distribution. The actual cash dividend per share will be RMB 0.035 [8]. - For shareholders holding restricted shares, the cash dividend will be subject to a 10% withholding tax, resulting in an actual cash dividend of RMB 0.0315 per share [9]. - For qualified foreign institutional investors (QFII), a 10% withholding tax will also apply, leading to an actual cash dividend of RMB 0.0315 per share [10]. Contact Information - For inquiries regarding the equity distribution, shareholders can contact the Securities Department at 0519-88810098 [11].

Core Viewpoint - 泰禾智能 plans to acquire 100% equity of 安徽阳光优储新能源有限公司 from its controlling shareholder 阳光新能源 for a price not exceeding 50 million yuan, marking a significant move into the commercial energy storage sector despite the company lacking prior experience in this area [1][3]. Group 1: Acquisition Details - The acquisition price will be finalized after further auditing and evaluation [1]. - 阳光优储, established in February 2023, is currently operating at a loss, with projected revenues of 19.77 million yuan in 2024 and a net loss of 6.13 million yuan [3]. - In the first quarter of 2025, 阳光优储 is expected to generate revenues of 15.70 million yuan, with a net loss of 22.66 million yuan [3]. Group 2: Company Background - 泰禾智能 specializes in AI-based visual recognition equipment and services, focusing on various sectors including agricultural products and recycling [4]. - The company reported a net profit of 8.42 million yuan for 2024, a recovery from a net loss of 11.80 million yuan in 2023 [4]. Group 3: Strategic Intent - The acquisition aims to leverage 泰禾智能's strengths in spectral detection technology and automation to enhance production efficiency and product quality [5]. - Despite the acquisition, 泰禾智能 has not established any current projects with 阳光新能源 or 阳光电源, indicating a lack of immediate collaboration [6]. Group 4: Market Reactions - Investors have expressed curiosity about the timing of asset integration from 阳光新能源 into 泰禾智能, but management has not provided a clear response [7]. - Prior to this acquisition, 泰禾智能 had announced plans to lease part of its facilities to 阳光新能源 for an annual rent of 2.016 million yuan [7].

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： ●授信额度：上海天永智能装备股份有限公司（以下简称"公司"）拟向金融 机构申请总额不超过 1 亿元的综合授信额度。 ●审议情况：公司第三届董事会第二十四次会议审议通过了《关于公司向金 融机构申请综合授信额度的议案》，无需提交公司股东会审议。 证券代码：603895 证券简称：天永智能 公告编号：2025-040 上海天永智能装备股份有限公司 根据公司主营业务的生产经营、业务发展计划，为满足公司各项业务顺利进 行及日常经营资金需求，提高资金营运能力，公司拟向信托等金融机构申请总额 不超过人民币 1 亿元的综合授信额度。申请的授信额度、授信期限最终以各家金 融机构实际审批为准。授信用途包括但不限于流动资金贷款、银行承兑汇票额度、 信用证额度、信托等，具体融资金额将视公司运营资金的实际需求来确定，以金 融机构与公司实际发生的融资金额为准。 公司董事会授权董事长或其授权人根据实际经营情况需要，在上述授信范围 内代表公司办理相关业务，并签署相关法律文件。前述授权的有效 ...