江苏日月泰律师事务所 关于江苏日盈电子股份有限公司 2025 年第四次临时股东会的 法律意见书 二 O 二五年九月 江苏日月泰律师事务所 关于江苏日盈电子股份有限公司 2025 年第四次临时股东会的 法律意见书 致：江苏日盈电子股份有限公司 江苏日月泰律师事务所（以下简称"本所"）接受江苏日盈电子股份有限公 司（以下简称"公司"）委托，指派梁乃钰、张欢律师列席公司2025年第四次临 时股东会（以下简称"本次股东会"），并依据《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》 "）、中国证券监督管理委员会（以下简称"中国证监会"）发布的《上市公 司股东会规则》（以下简称"《股东会规则》"）、《上市公司治理准则》 （以下简称"《治理准则》"）和《上海证券交易所上市公司自律监管指引第1 号——规范运作》（以下简称"《自律监管指引第1号》"）等现行有效的法律、 法规、规范性文件以及《江苏日盈电子股份有限公司章程》（以下简称"《公司 章程》"）、《江苏日盈电子股份有限公司股东会议事规则》（以下简称"《股 东会议事规则》"）的规定，就本次股东会的召集、召开程序、出席会议人 ...

Company Overview - Jiangsu RY Electronics Co., Ltd. is a leading domestic supplier of automotive components, established on August 12, 1998, and listed on June 27, 2017 [2] - The company specializes in automotive wiring harnesses, washing systems, automotive electronics, and precision injection molding, with a focus on innovation and product upgrades towards intelligent and electric products [2] - The revenue composition includes automotive components (47.62%), short transportation components (32.95%), smart home sensors (13.13%), and others (4.10%) [2] Financial Performance - For the first half of 2025, the company achieved a revenue of 509 million yuan, representing a year-on-year growth of 13.03%, while the net profit attributable to shareholders was -17.49 million yuan, a decrease of 330.97% year-on-year [2] - Cumulative cash dividends since the A-share listing amount to 32.38 million yuan, with 6.93 million yuan distributed over the past three years [3] Stock Performance - As of September 11, the stock price increased by 83.94% year-to-date, with a 19.07% rise over the last five trading days [1] - The stock's trading volume on September 11 was 264 million yuan, with a turnover rate of 6.51% and a total market capitalization of 4.22 billion yuan [1] - The company has appeared on the trading leaderboard eight times this year, with the most recent appearance on August 4, where it recorded a net buy of -4.95 million yuan [1] Shareholder Structure - As of June 30, 2025, the number of shareholders increased by 26.41% to 17,200, with an average of 6,669 circulating shares per person, a decrease of 20.59% [2] - Notable institutional shareholders include Qianhai Kaiyuan Jiaxin Mixed A and Penghua Carbon Neutral Theme Mixed A, with the latter increasing its holdings by 10,400 shares [3]

Core Viewpoint - The company is actively advancing the construction and production of its factory in the United States, with an expected production start by the end of 2025 [2] Group 1: Business Operations - In the fiscal year 2024, direct exports to the United States will account for less than 1% of the company's total business [2] - The company assesses that the impact of U.S. tariffs on its business operations in the U.S. is minimal [2] Group 2: Product Offerings - The company is a leading domestic supplier of automotive components, possessing independent research and development capabilities as well as manufacturing capabilities [2] - The company has developed a series of products centered around "perception-transmission-control-execution," including various sensors, automotive wiring harnesses, sunroof controllers, washing systems, and precision injection molding products [2] Group 3: Client Relationships - The company has established itself as a supplier for major automotive manufacturers such as FAW-Volkswagen, SAIC Volkswagen, SAIC General Motors, Beijing Benz, Audi, Volvo, and others [2] - The company is continuously expanding its client base, aiming for comprehensive coverage of leading domestic and international automotive clients [2] - The company has fully entered the electronic materials group of FAW-Volkswagen and has qualified to participate in multiple automotive electronic component projects [2]

Group 1 - The core viewpoint of the news is the performance and market position of Jiangsu Riying Electronics Co., Ltd., which has seen a stock price increase of 5.13% to 35.45 CNY per share, with a market capitalization of 4.163 billion CNY [1] - Jiangsu Riying Electronics, established on August 12, 1998, and listed on June 27, 2017, is a leading domestic supplier of automotive parts, focusing on products such as automotive wiring harnesses, washing systems, automotive electronics, and precision injection molding [1] - The company's revenue composition includes automotive parts (47.62%), short transportation parts (32.95%), smart home sensors (13.13%), and other components (4.10%) [1] Group 2 - Among the top shareholders of Jiangsu Riying Electronics, Penghua Fund's Carbon Neutrality Theme Mixed A Fund has increased its holdings by 100,400 shares, totaling 1.5871 million shares, representing 1.38% of the circulating shares [2] - The Penghua Carbon Neutrality Theme Mixed A Fund, established on May 5, 2023, has a current scale of 2.08 billion CNY and has achieved a year-to-date return of 89.95% [2] - The fund manager, Yan Siqian, has a tenure of 7 years and 330 days, with the fund's best return during this period being 306.25% [3]

Company Overview - Jiangsu RY Electronics Co., Ltd. is a leading domestic supplier of automotive components, established on August 12, 1998, and listed on June 27, 2017 [1] - The company specializes in automotive wiring harnesses, washing systems, automotive electronics, and precision injection molding, with a focus on R&D and manufacturing capabilities [1] - Recent product innovations include intelligent washing systems, high-speed transmission harnesses, 360-degree panoramic systems, and various automotive sensors [1] Financial Performance - As of September 9, the stock price of RY Electronics increased by 5.13%, reaching 35.45 CNY per share, with a trading volume of 475 million CNY and a turnover rate of 11.88%, resulting in a total market capitalization of 4.163 billion CNY [1] - The revenue composition of the company is as follows: automotive components 47.62%, short transportation components 32.95%, smart home sensors 13.13%, others 4.10%, and spare parts 2.20% [1] Shareholder Information - Qianhai Kaiyuan Fund's Qianhai Kaiyuan Jiaxin Mixed A Fund (001765) entered the top ten circulating shareholders of RY Electronics in the second quarter, holding 1.7036 million shares, which is 1.48% of the circulating shares [2] - The fund has achieved a year-to-date return of 77.99%, ranking 112 out of 8179 in its category, and a one-year return of 86.38%, ranking 572 out of 7984 [2]

Group 1 - The core viewpoint of the article highlights a significant surge in the robotics sector, with multiple stocks reaching their daily limit up, driven by Tesla's recent developments in humanoid robots [1] - Notable stocks that experienced a surge include Sanhua Intelligent Control, Mingzhi Electric, Shiyun Circuit, and Riying Electronics, all hitting the daily limit up [1] - Other companies such as Green Harmonic, Huami New Materials, and Anpeilong saw increases exceeding 10%, indicating a broader positive sentiment in the robotics industry [1] Group 2 - Tesla launched its official Weibo account "TeslaAI" on September 7, showcasing its humanoid robot for the first time [1] - The company proposed a record-breaking compensation package for Elon Musk, valued at $1.2 trillion, contingent upon the delivery of 1 million units of the Optimus humanoid robot [1]

Core Points - The company is holding its fourth extraordinary general meeting of shareholders in 2025 to discuss three key proposals [1][2][6] - The proposals include the repurchase and cancellation of certain restricted stocks and stock options, changes to the company's registered capital and articles of association, and the use of idle raised funds for cash management [2][5][6] Proposal Summaries Proposal 1: Repurchase and Cancellation of Restricted Stocks and Stock Options - The company plans to repurchase and cancel 28,000 shares of restricted stock and 42,500 stock options due to five incentive targets leaving the company [4][5] - The repurchase price for the restricted stock is set at 9.92 yuan per share [5] Proposal 2: Change of Registered Capital and Revision of Articles of Association - The company's registered capital will decrease from 11,742.3931 million shares to 11,739.5931 million shares as a result of the cancellation of restricted stocks [5] - The articles of association will be revised accordingly, with the changes subject to approval by the relevant registration authority [5] Proposal 3: Use of Idle Raised Funds for Cash Management - The company intends to use up to 270 million yuan of temporarily idle raised funds for cash management to enhance the efficiency of fund usage and increase returns for shareholders [7][10] - The funds will be invested in low-risk, liquid financial products, with a usage period of 12 months from the date of shareholder approval [8][10]

江苏日盈电子股份有限公司 2025 年第四次临时股东会会议资料 江苏日盈电子股份有限公司 2025 年第四次临时股东会会议资料 | 目录 | | --- | | 2025 年第四次临时股东会会议议程 | 3 | | --- | --- | | 2025 年第四次临时股东会会议须知 | 5 | | 2025 年第四次临时股东会会议议案 | 7 | | 议案一：《关于回购注销部分限制性股票与注销部分股票期权的议案》 | 7 | | 议案二：《关于变更公司注册资本及修订<公司章程>的议案》 | 8 | | 议案三：《关于使用部分闲置募集资金进行现金管理的议案》 | 8 | 2 江苏日盈电子股份有限公司 2025 年第四次临时股东会会议资料 江苏日盈电子股份有限公司 2025 年第四次临时股东会会议议程 江苏日盈电子股份有限公司 2025 年第四次临时股东会会议资料 二零二五年九月 1 一、会议时间： 1、现场会议召开时间为：2025 年 9 月 15 日 13 时 30 分。 2、网络投票的系统、起止日期和投票时间： ①网络投票系统：上海证券交易所股东会网络投票系统 ②网络投票起止时间：自 2025 年 9 月 1 ...

Company Overview - Jiangsu Riying Electronics Co., Ltd. is a leading domestic supplier of automotive components, established on August 12, 1998, and listed on June 27, 2017 [2] - The company specializes in automotive wiring harnesses, washing systems, automotive electronics, and precision injection molding, with a focus on innovation and product upgrades towards intelligent and electrified products [2] - The revenue composition includes automotive components (47.62%), short transportation components (32.95%), smart home sensors (13.13%), and others (4.10%) [2] Financial Performance - For the first half of 2025, the company achieved a revenue of 509 million yuan, representing a year-on-year growth of 13.03%, while the net profit attributable to shareholders was -17.49 million yuan, a decrease of 330.97% year-on-year [2] - Cumulative cash dividends since the A-share listing amount to 32.38 million yuan, with 6.93 million yuan distributed over the past three years [3] Stock Market Activity - As of September 4, the stock price increased by 2.32% to 31.28 yuan per share, with a total market capitalization of 3.673 billion yuan [1] - The stock has seen a 60% increase year-to-date, but has declined by 3.61% over the last five trading days and 6.38% over the last twenty days [1] - The company has appeared on the trading leaderboard eight times this year, with the most recent appearance on August 4, where it recorded a net buy of -4.95 million yuan [1] Shareholder Information - As of June 30, 2025, the number of shareholders increased by 26.41% to 17,200, with an average of 6,669 circulating shares per person, a decrease of 20.59% [2] - Notable institutional shareholders include Qianhai Kaiyuan Jiaxin Mixed A and Penghua Carbon Neutral Theme Mixed A, with the latter increasing its holdings by 10,400 shares [3]

Core Insights - Jiangsu RY Electronic Co., Ltd. has obtained a patent for "Method for Setting Parameters of Automotive Sunroof Controller," with authorization announcement number CN 115576303 B, applied on October 2022 [1] Company Overview - Jiangsu RY Electronic Co., Ltd. was established in 1998 and is located in Changzhou, primarily engaged in the automotive manufacturing industry [1] - The company has a registered capital of 1,165.91931 million RMB [1] - Jiangsu RY Electronic has invested in 10 external enterprises and participated in 38 bidding projects [1] - The company holds 17 trademark registrations and 276 patent registrations, along with 27 administrative licenses [1]