证券代码：600107 证券简称：ST 尔雅 公告编号：2025060 重要提示： ● 湖北美尔雅股份有限公司（以下简称"公司"）股票于2025年8月29日、9 月1日、9月2日连续三个交易日内收盘价格涨幅偏离值累计超过12%，属于股票交易 异常波动。公司股票自2025年8月14日起三次触及涨幅异常波动，股票累计涨幅为 62.77%，公司股票短期涨幅严重偏离同期上证A指累计涨幅。公司敬请广大投资者注 意二级市场交易风险，理性决策，审慎投资。 ● 经公司自查并书面函证控股股东及实际控制人，截至本公告披露日，不存在 应披露而未披露的重大事项。 ●2025年上半年公司实现营业收入1.29亿元，归属于上市公司股东的净利润为 -2,185.87万元。如公司本年度营业收入低于3亿元且继续亏损，公司将在明年披露 2025年年度报告后触发财务类退市风险警示（即在公司股票简称前冠以"*ST"字样）。 ●中审众环会计师事务所(特殊普通合伙)为公司2024年度财务报告出具了保留 意见的审计报告，同时内部控制审计报告被出具否定意见。相关事项的处理结果尚 有不确定性，如公司2025年度内部控制审计报告被出具无法表示意见或者否定意见， ...

Group 1 - A-shares experienced significant market activity on September 1, with 122 stocks hitting the daily limit up and 7 stocks hitting the limit down [1] - The precious metals sector was notably active, with companies like Zhongjin Gold and Hunan Gold reaching the limit up [1] - The non-ferrous and antimony concept stocks also showed strength, with Huayu Mining hitting the limit up [1] - Gold-related stocks saw an increase, with companies such as Yuguang Gold Lead and Baomo Co. reaching the limit up [1] Group 2 - ST Er Ya achieved 9 limit ups in 13 days, while Tianpu Co. recorded 7 consecutive limit ups [1] - Wantong Development had 5 limit ups in 8 days, and Dechuang Environmental had 5 limit ups in 5 days [1] - Other notable stocks include Guoguang Chain and *ST Weier with 4 limit ups in 5 days, and Jianye Co. with 4 limit ups in 4 days [1] - Several stocks, including Sanwei Communication and Zhaoxin Co., achieved 3 consecutive limit ups [1] Group 3 - *ST Gao Hong faced a continuous decline with 16 consecutive limit downs, while *ST Su Wu had 2 consecutive limit downs [2] - Other companies like *ST Haihua and *ST Yatai also experienced limit downs [2]

Core Insights - ST Er Ya reported a narrowing loss in its 2025 mid-year financial results, with total revenue of 129 million yuan, a year-on-year decrease of 36.93% [1] - The company's net profit attributable to shareholders was -21.86 million yuan, showing a year-on-year improvement of 20.46% [1] Financial Performance - Total revenue for Q2 2025 was 54.89 million yuan, down 26.83% year-on-year [1] - Q2 net profit attributable to shareholders was -13.59 million yuan, an increase of 2.43% year-on-year [1] - Gross margin stood at 36.38%, a decrease of 1.47% year-on-year, while net margin was -17.74%, down 31.81% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 61.99 million yuan, accounting for 48.02% of revenue, an increase of 7.9% year-on-year [1] Balance Sheet Metrics - Cash and cash equivalents decreased by 57.11% to 43.90 million yuan [1] - Accounts receivable fell by 19.13% to 44.88 million yuan [1] - Interest-bearing liabilities decreased by 15.15% to 135 million yuan [1] - Book value per share was 1.31 yuan, down 11.73% year-on-year [1] Cash Flow Analysis - Operating cash flow per share was -0.00 yuan, showing a significant improvement of 98.23% year-on-year [1] - Earnings per share was -0.06 yuan, an increase of 25.00% year-on-year [1] Business Evaluation - The company's historical return on invested capital (ROIC) has been weak, with a median of 2.29% over the past decade and a low of -12.8% in 2022 [3] - The business model relies heavily on marketing-driven performance, necessitating a deeper analysis of the underlying drivers [3] Financial Health Indicators - The cash flow situation is concerning, with cash and cash equivalents to current liabilities ratio at 71.28% and average operating cash flow over the past three years being -18.07% of current liabilities [3] - Financial expenses have been consistently negative over the past three years, indicating potential financial strain [3]

Group 1 - ST Er Ya (SH 600107) announced the convening of its 12th second meeting of the board of directors on August 28, 2025, to review the "2025 Semi-Annual Report" and other documents [1] - For the year 2024, ST Er Ya's revenue composition is as follows: 86.83% from the apparel and textile industry, 9.04% from pharmaceuticals, and 4.13% from other industries [1] Group 2 - The domestic first A-level car exhibition in the second half of the year features nearly 120 brands and 1,600 vehicles, indicating a competitive landscape in the southwest region [1] - The emergence of new energy vehicles is expected to reshape the automotive market dynamics [1]

Core Viewpoint - 湖北美尔雅股份有限公司's internal control audit report for 2024 received a negative opinion from Zhongshun Zhonghuan Accounting Firm, leading to the company's stock being placed under risk warning by the Shanghai Stock Exchange on May 6, 2025 [1][2]. Group 1: Company Risk Warning - The negative opinion on the internal control audit report reflects the actual situation of the company's internal controls for 2024 [2]. - The company is required to issue monthly announcements regarding the progress of resolving the issues that led to the risk warning [1][2]. Group 2: Measures Taken by the Company - The company is urging management and relevant parties to take effective measures to mitigate the impact of the audit report [2]. - Specific actions include reviewing and disclosing a corrected version of the Q3 2024 report, enhancing risk awareness, and accelerating the resolution of litigation-related bills, with 6 million already recovered [2][3]. - The company aims to strengthen its internal control system and supervision to ensure effective internal controls in all significant aspects [2][3]. Group 3: Governance and Compliance - The company is working to further standardize governance and improve the operation of its three meetings mechanism [3]. - There is an emphasis on training for all employees and management to enhance awareness of laws, regulations, and internal control systems [3].

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [2][3][12]. Group 1: General Principles - The company aims to prevent the controlling shareholder and related parties from occupying funds through various means, including operational and non-operational fund occupation [3][4]. - The board of directors and senior management have a legal obligation to maintain the safety of the company's funds [2][3]. Group 2: Prevention Measures - The company prohibits providing funds or resources to the controlling shareholder and related parties through prepayments or other means [4][5]. - Non-operational fund occupation includes various forms such as paying salaries or expenses for the controlling shareholder and related parties without a legitimate transaction [3][4]. Group 3: External Guarantees - Any external guarantees must be approved by the board of directors and the shareholders' meeting, especially when the total amount exceeds 50% of the latest audited net assets [5][6]. - The company must ensure that external guarantees are accompanied by proper risk assessments and that the counterparties provide counter-guarantees [5][6]. Group 4: Responsibilities and Accountability - The chairman of the board is the primary responsible person for preventing fund occupation and ensuring compliance with the established mechanisms [6][7]. - The company’s financial department is required to conduct regular checks on fund transactions with the controlling shareholder and related parties to prevent non-operational fund occupation [6][7]. Group 5: Legal and Regulatory Compliance - In cases of fund occupation, the company must develop a repayment plan and report to regulatory authorities as required [8][9]. - The independent directors are responsible for reviewing and providing independent opinions on related party transactions and external guarantees [10][11].

Core Viewpoint - The document outlines the information disclosure management system of Hubei Meirya Co., Ltd., emphasizing the importance of timely, fair, and accurate disclosure of information that may significantly impact the trading prices of the company's securities and derivatives. Group 1: General Principles of Information Disclosure - The company and related information disclosure obligors must disclose information in a timely and fair manner, ensuring the information is true, accurate, complete, and clear, without any false records or misleading statements [2][3]. - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information and must declare any disagreements regarding the information [2][3]. - Information disclosure must be based on objective facts and should reflect the actual situation without selective disclosure or omissions [2][3]. Group 2: Responsibilities of Information Disclosure Obligors - Information disclosure obligors must promptly inform the company of any significant matters that may affect the trading prices of the company's securities [2][3]. - The company must assist in the disclosure of information provided by related obligors and ensure that all investors have equal access to the same information [2][3]. - The company must control the knowledge of insider information to a minimum before its legal disclosure [5][6]. Group 3: Management of Information Disclosure - The board of directors is responsible for leading and managing the company's information disclosure work, with the chairman being the primary responsible person [8][9]. - The company must regularly review the implementation of the information disclosure management system and correct any identified issues promptly [9][10]. - The board secretary is responsible for organizing and coordinating information disclosure affairs and must ensure timely and accurate reporting of relevant information [10][11]. Group 4: Content and Standards of Information Disclosure - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [15][16]. - Significant events that may impact the trading prices of the company's securities must be disclosed immediately, including major asset impairments, legal issues, and changes in management [19][20]. - The company must disclose any major transactions, including asset purchases or sales, that meet specific thresholds [22][23]. Group 5: Environmental and Social Responsibility Disclosure - The company must disclose significant environmental events that may impact its stock prices, such as major environmental violations or new construction projects with significant environmental impacts [30][70]. - The company is required to report on its social responsibility efforts, particularly in the event of major safety incidents or regulatory actions [30][70].

Core Viewpoint - The document outlines the management system for related party transactions of Hubei Meirya Co., Ltd, emphasizing the need for fairness, transparency, and protection of shareholders' rights, particularly for minority investors [1][2]. Related Party Definition - Related parties include both legal entities and natural persons that have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [3][4][5]. Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, sales, and financial assistance [6][7][8]. Transaction Principles - Transactions must be conducted under principles of equality, voluntariness, and fairness, with written agreements that clearly outline terms [9][10]. Pricing Policy - Pricing for related party transactions should align with national pricing standards or market prices, ensuring that it does not deviate from independent third-party pricing [11][12]. Decision-Making Process - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require board approval and must be disclosed [13][14]. Disclosure Requirements - The company must disclose related party transactions, including the nature of the relationship and transaction details, to ensure transparency [15][16]. Exemptions from Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual approval and disclosure processes [17][18]. Oversight and Responsibility - The audit committee is responsible for supervising related party transactions, while various departments manage the financial and legal aspects of these transactions [19][20].

Core Points - The establishment of the Audit Committee aims to enhance the governance structure of Hubei Meirya Co., Ltd. and strengthen the decision-making function of the board of directors [1] - The Audit Committee is responsible for overseeing the company's accounting policies, financial status, major investments, and transaction situations, as well as communication and supervision of internal and external audits [1][3] Group 1: Committee Composition - The Audit Committee consists of three directors who are not senior management, including two independent directors, with at least one being a professional accountant [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] Group 2: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls, requiring majority consent for certain matters before submission to the board [3][4] - The committee must report any violations by directors or senior management to the board or shareholders and can recommend dismissal of those who violate laws or regulations [3] Group 3: Decision-Making Procedures - The Audit Committee meets at least quarterly, with additional meetings called as necessary, and requires two-thirds of members to be present for decisions [10] - Decisions made by the committee must be reported in writing to the board of directors [11] Group 4: Internal Control Evaluation - The committee supervises and evaluates internal audit work, ensuring that internal audit reports and corrective action plans are submitted to the committee [5][6] - An annual internal control evaluation report must be produced based on the internal audit department's findings [6]

Core Points - The document outlines the rules governing the board of directors of Hubei Meirya Co., Ltd, aiming to clarify the board's authority, structure, and operational procedures to enhance decision-making efficiency and effectiveness [2][3]. Group 1: General Principles - The board of directors is established in accordance with the Company Law and other relevant regulations, ensuring it acts as the decision-making center for the company [2]. - The board is accountable to the shareholders and must execute their resolutions within the scope of authority granted by the Company Law and the company's articles of association [2]. Group 2: Composition and Authority of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with independent directors making up at least one-third of the board [3]. - The board has the authority to make significant decisions regarding the company's operational plans, profit distribution, capital changes, and major acquisitions [3][4]. Group 3: Decision-Making Procedures - The board must establish strict review and decision-making processes for external investments, asset sales, and other significant transactions, requiring expert evaluations for major projects [4][5]. - Transactions exceeding certain thresholds, such as 10% of total assets or net profit, must be submitted for board or shareholder approval [5][6]. Group 4: Meeting Procedures - The board must hold at least two meetings annually, with additional meetings called as necessary, and must notify all directors in advance [12][13]. - Decisions require a majority of directors present, and specific procedures are in place for voting and recording meeting outcomes [18][19]. Group 5: Committees and Responsibilities - The board has established specialized committees, including audit, nomination, and compensation committees, to oversee specific areas and report back to the board [16][17]. - The audit committee is responsible for reviewing financial information and overseeing internal controls, while the nomination committee handles the selection of directors and senior management [16][17].