Core Viewpoint - 大行科工 has refiled its IPO application with the Hong Kong Stock Exchange after its previous submission expired, aiming to raise funds for modernization, operational expansion, and brand development [1] Group 1: Company Overview - 大行科工, founded in 1982 by Dr. Han Dewei, specializes in folding bicycles and has expanded its product range to include road bikes, mountain bikes, children's bikes, and electric bikes, offering over 70 models as of April 30, 2025 [2] - The company holds a market share of 26.3% in retail volume and 36.5% in retail value within the folding bicycle industry in mainland China for 2024 [2] - The majority of revenue comes from the 大行 bicycle line, with revenue contributions of 93.4%, 96.1%, 98.1%, and 98.3% over the past three years and the first four months of 2025 [2] Group 2: Financial Performance - Revenue figures for 大行科工 from 2022 to the first four months of 2025 are approximately CNY 254 million, CNY 300 million, CNY 451 million, and CNY 185 million, respectively [4] - The company’s profit and total comprehensive income for the same periods were CNY 31.43 million, CNY 34.85 million, CNY 52.30 million, and CNY 21.52 million [4] - Sales through domestic distributors accounted for 61.3%, 70.5%, 68.2%, and 69.5% of total revenue from 2022 to the first four months of 2025, indicating a heavy reliance on this channel despite its lower gross margin [4] Group 3: Production and Supply Chain - 大行科工 relies significantly on third-party OEM suppliers, with the number of bicycles produced by these suppliers increasing from 29.5% in 2022 to 65.5% in the first four months of 2025 [6] - Outsourced production costs accounted for nearly 50% of sales costs in recent periods, impacting profit margins [6] - The company’s procurement from its top five suppliers has increased, with the largest supplier's share rising from 15.6% in 2022 to 17.6% in the first four months of 2025 [7] Group 4: Market and Governance Issues - 大行科工 has been expanding into international markets, selling products in 25 countries, but its overseas sales have declined from 22.1% in 2022 to 5.6% in the first four months of 2025 [8] - The founder, Han Dewei, holds 88.56% of the shares directly and controls a total of 90.16% through an employee platform, raising concerns about governance due to the age of board members [8] - The company has a complex history of shareholding arrangements that have drawn regulatory scrutiny, particularly regarding the legality and potential disputes related to these arrangements [9]

Group 1: Business Model Performance - ODM model revenue for 2024 is 1.096 billion CNY, a year-on-year increase of 37.10% [1] - OBM model revenue for 2024 is 549 million CNY, a year-on-year increase of 27.58% [1] - Trade model revenue for 2024 is 1.111 billion CNY, a year-on-year increase of 44.58% [1] Group 2: Growth Strategies - Product upgrades focus on high-end adult bicycles and children's bikes to meet overseas demand for differentiated, high-cost performance products [2] - Digital empowerment through 3D design and online interaction systems to enhance customer customization experience and improve ODM response efficiency [2] - Market expansion in Europe and America, leveraging cross-border e-commerce channels to increase customer coverage [2] Group 3: Market and Sales Insights - Sales in the U.S. account for approximately 10%, primarily through cross-border e-commerce, with no significant impact from tariff increases [2] - Inventory levels in Europe and America have returned to normal after recent adjustments [2] - Sales distribution: Europe accounts for about 30%, America for about 50%, with products covering over 80 countries [3] Group 4: Future Growth Focus - Emphasis on dual-driven growth from ODM and OBM through technological innovation, brand building, and channel optimization [2] - Plans to increase participation in domestic and international exhibitions to explore new markets and maintain close customer relationships [3] - Development of E-BIKE smart systems and exploration of new materials and technologies [3]

Core Points - The article outlines the investment management system of Shanghai Phoenix Enterprise (Group) Co., Ltd, emphasizing the establishment of a standardized, effective, and scientific investment decision-making framework to enhance internal controls and ensure compliance with legal and regulatory requirements [1][2][3] Group 1: Investment Management Principles - The investment projects include asset and equity investments both domestically and internationally, with significant projects defined as those with an investment amount of 30 million yuan or more [1] - The investment principles include strategic alignment, legal compliance, capability matching, reasonable returns, and a pre-approval process before investment [1][2] Group 2: Investment Management Structure - The decision-making authority for investments is distributed among the shareholders' meeting, board of directors, and management, with the board's audit committee overseeing the legality and compliance of investment projects [2][3] - The Investment and Asset Management Department is responsible for executing and managing investment projects, including annual investment planning and reporting [3][4] Group 3: Pre-Investment Management - Annual investment plans must be submitted by December 10 each year, detailing the overall investment situation, individual project specifics, and risk management measures [4][5] - Investments in non-core businesses are limited to a maximum of 5% of the total annual investment scale, with strict controls on the investment in non-core areas [4][5] Group 4: Investment Execution and Monitoring - Mid-year investment execution reports are required by early July, summarizing project progress, fund usage, and any issues encountered [8] - The company must establish a mechanism for ongoing management and supervision of invested enterprises, ensuring timely communication and decision-making [9][10] Group 5: Post-Investment Management - An annual investment completion report must be submitted by the end of December, analyzing the effectiveness of investments and any significant issues [12][13] - The company maintains a risk management system throughout the investment process, focusing on pre-investment risk assessments and ongoing monitoring [14][15] Group 6: Accountability and Compliance - The compliance and risk control department is responsible for evaluating investment projects and suggesting accountability measures for any violations of procedures or regulations [16][17] - The investment management system must adhere to relevant laws and regulations, ensuring proper disclosure and compliance with state-owned asset supervision requirements [16][17]

Group 1 - The board of directors of Shanghai Phoenix Enterprise (Group) Co., Ltd. held its fourth meeting of the eleventh session on June 13, 2025, with all 11 directors present, and the meeting was chaired by Chairman Hu Wei [1] - The board approved the proposal to re-establish the "Shanghai Phoenix Investment Management System" with a unanimous vote of 11 in favor, 0 against, and 0 abstentions [1] - The board also approved a proposal to provide guarantees for its wholly-owned subsidiary, Phoenix Bicycle, with the same unanimous voting results [2]

Group 1 - The company held its 10th board meeting on April 25, 2024, and approved a proposal for its wholly-owned subsidiary, Shanghai He Ye Industrial Co., Ltd., to apply for a comprehensive credit line of 70 million yuan from Industrial and Commercial Bank of China, with real estate as collateral [1] - The company also approved its subsidiary, Shanghai He Yu Industrial Co., Ltd., to apply for a credit line from Shanghai Bank, with details disclosed in a previous announcement [1] - On April 28, 2025, the company held its 11th board meeting and approved a financial assistance proposal to provide loans to He Ye Industrial, with a maturity date not exceeding December 31, 2039 [2] Group 2 - Recently, He Ye Industrial repaid 54 million yuan of loans to Industrial and Commercial Bank of China, and He Yu Industrial repaid 55.5 million yuan to Shanghai Bank, settling the previous credit matters and releasing the real estate collateral [2]

Core Viewpoint - Shanghai Phoenix Enterprise (Group) Co., Ltd. has revised its independent director system and eighteen other regulations to align with updated stock exchange rules and improve corporate governance [1]. Group 1: Reasons and Basis for Revision - The revisions were made in accordance with the Shanghai Stock Exchange's listing rules and self-regulatory guidelines, as well as the company's articles of association [1]. - The revisions aim to enhance the company's governance structure and ensure compliance with regulatory requirements [1]. Group 2: Specific Content of the Revisions - The independent director system now mandates that independent directors constitute more than half of the members in the Strategic and ESG Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [1]. - The term of independent directors is aligned with that of other directors, with a maximum continuous term of six years [2]. - The notice period for convening special meetings of independent directors has been extended from one day to three days [3]. - The Strategic and ESG Committee must maintain a minimum of two-thirds of its members to function effectively, and the board must promptly appoint new members if this threshold is not met [5]. - The Audit Committee's responsibilities have been clarified to include the evaluation of internal controls and communication with external auditors [7][8]. Group 3: Other Revised Regulations - The regulations regarding the management of external guarantees and financial assistance have been updated to ensure compliance with the latest legal requirements [10][11]. - The procedures for disclosing related party transactions have been refined to enhance transparency and accountability [13]. - The management of insider information and its disclosure has been strengthened, with clear responsibilities assigned to the board and the secretary [15][19].

Core Points - The article outlines the insider information management system of Shanghai Phoenix Enterprise (Group) Co., Ltd, aimed at regulating insider information management and ensuring fair disclosure to protect investors' rights [2][3][12]. Group 1: Insider Information Management - The company is responsible for maintaining accurate and complete records of insider information and its informants, with the board of directors and the board secretary being the main responsible parties [3][4]. - The insider information management system applies to all functional departments, subsidiaries, and companies significantly influenced by the company [4][12]. - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [5][6]. Group 2: Registration and Reporting - The company must report insider informant records to the Shanghai Stock Exchange when significant events occur, such as major asset restructuring or securities issuance [6][10]. - The insider informant records must include detailed information such as names, identification numbers, and the nature of the insider information [7][11]. - The company is required to submit these records within five trading days after the initial public disclosure of insider information [12][14]. Group 3: Confidentiality and Responsibilities - Insider informants are obligated to maintain confidentiality regarding the insider information they possess [12][13]. - The company must implement measures such as confidentiality agreements and training to ensure that insider information is disclosed only to a limited number of individuals [12][13]. - Violations of confidentiality obligations by insider informants may result in legal penalties and potential termination of employment [13][14].

Core Viewpoint - The document outlines the financial assistance management system of Shanghai Phoenix Enterprise (Group) Co., Ltd., aiming to standardize the company's external financial assistance practices, clarify decision-making authority, and mitigate associated risks [1][2]. Group 1: General Principles - The purpose of the financial assistance management system is to regulate the company's external financial assistance behavior and ensure stable operations [1]. - Financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, including subsidiaries and associated companies [1]. Group 2: Financial Assistance Recipients - The company is prohibited from providing financial assistance to related parties as defined by the stock listing rules, with exceptions for non-controlling associated companies under certain conditions [2]. - Financial assistance to related parties must comply with relevant regulations and the company's related party transaction management system [2]. Group 3: Approval Authority and Procedures - Financial assistance requires approval from more than half of the board of directors and, if necessary, from the shareholders' meeting [3]. - Non-related directors must approve financial assistance matters, and if their number is insufficient, the matter must go directly to the shareholders' meeting [3]. Group 4: Risk Assessment and Disclosure - The board must evaluate the financial assistance's necessity, legality, fairness, and impact on shareholders, disclosing risks and the ability of the recipient to repay [4]. - Financial assistance exceeding 10% of the company's latest audited net assets or involving high debt ratios requires additional scrutiny and shareholder approval [4]. Group 5: Information Disclosure - The company must disclose financial assistance details, including agreements, board resolutions, and independent opinions, to the Shanghai Stock Exchange [5][6]. - Timely disclosure is required if the recipient fails to repay or faces financial difficulties [6]. Group 6: Implementation Procedures and Risk Control - The investment and asset management department is responsible for assessing the recipient's financial health and industry outlook before providing assistance [6]. - The compliance and risk control department oversees the legality and compliance of financial assistance [7].

General Principles - The management system for the shareholding and trading of Shanghai Phoenix Enterprise (Group) Co., Ltd. aims to strengthen the management of shares held by directors and senior management, based on various laws and regulations [1][2] - This system applies to the shares held by directors and senior management, including those held in others' accounts and through margin trading [1][2] Shareholding Change Reporting Management - The company secretary is responsible for managing the identity information and shareholding data of directors and senior management, ensuring timely reporting to regulatory bodies in case of violations [5][6] - Directors and senior management must report their shareholding information and any changes within specified timeframes [6][7] Restrictions on Shareholding Changes - There are specific prohibitions on share transfers for directors and senior management under certain conditions, such as within six months of leaving the company or during investigations [12][13] - Directors and senior management are prohibited from short-selling the company's shares or engaging in derivative trading based on the company's stock [5][12] Regulations on Share Reduction Behavior - Directors and senior management must adhere to commitments regarding shareholding ratios, holding periods, and methods of reduction [15][16] - During their tenure, they can only transfer up to 25% of their total shareholding from the previous year, with exceptions for certain circumstances [16][17] Information Disclosure Management - Prior to trading, directors and senior management must notify the company secretary of their trading plans, who will verify compliance with disclosure requirements [20][21] - Any share reduction must comply with legal and regulatory disclosure obligations, ensuring the information is truthful and complete [21][22] Accountability - Directors and senior management who violate the trading regulations may face penalties from regulatory bodies and potential internal disciplinary actions [30][31] - The company is responsible for ensuring compliance with the established management system and may take action against those who cause losses through violations [30][31]

Core Viewpoint - The document outlines the selection and management procedures for accounting firms at Shanghai Phoenix Enterprise (Group) Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality and integrity of financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and the Guidelines for Corporate Governance of Listed Companies [1]. - The purpose of the selection system is to enhance the quality of financial information and ensure its authenticity and continuity [1]. Group 2: Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and be registered for securities business [4]. - They should have a fixed workplace, sound organizational structure, and robust internal management systems [4]. - The firms must be familiar with national financial and accounting laws and have a good reputation and record of professional quality [4]. Group 3: Responsibilities of the Audit Committee - The Audit Committee is responsible for the selection and dismissal of accounting firms and must supervise their audit work [3]. - It must establish policies and procedures for selecting accounting firms and propose the initiation of selection work [3]. - The committee is tasked with evaluating the qualifications of the firms and ensuring compliance with selection standards [3][4]. Group 4: Selection Procedures - The selection process can involve competitive negotiations, public bidding, or invitation bidding to ensure fairness and transparency [5]. - The evaluation criteria for firms include audit fees, qualifications, professional records, and quality management levels, with quality management weighted at least 40% [5][6]. - The final selection must be approved by the Board of Directors and submitted to the shareholders' meeting for voting [7]. Group 5: Information Disclosure - The company must disclose the evaluation reports of the accounting firms and the Audit Committee's supervisory activities annually [4][11]. - Any changes in accounting firms must be accompanied by detailed explanations, including reasons for dismissal and communication with previous firms [11]. Group 6: Circumstances for Replacing Accounting Firms - The company must replace accounting firms if there are significant deficiencies in audit quality or if the firm fails to meet its obligations [8][9]. - If a firm requests to terminate its services, the Audit Committee must investigate and report to the Board [9]. Group 7: Supervision and Compliance - The Audit Committee must monitor compliance with laws and regulations regarding the selection of accounting firms [9][10]. - Any violations that result in severe consequences must be reported to the Board, and responsible individuals may face penalties [10][11].