2025 年第三次临时股东会会议资料 江苏新日电动车股份有限公司 2025 年第三次临时股东会会议资料 证券代码：603787 2025 年 9 月 1 2025 年第三次临时股东会会议资料 资料目录 | 2025 | 年第三次临时股东会会议须知 3 | | --- | --- | | 2025 | 年第三次临时股东会会议议程 4 | | 议案 | 1：关于 2025 年半年度利润分配预案的议案 5 | | 议案 | 2：关于取消监事会并修订《公司章程》的议案 6 | | 议案 | 3.00：关于制定、修订公司部分治理制度的议案 56 | | 议案 | 3.01：关于修订《江苏新日电动车股份有限公司股东会议事规则》的议案 | | 议案 | 3.02：关于修订《江苏新日电动车股份有限公司董事会议事规则》的议案 | | 议案 | 3.03：关于修订《江苏新日电动车股份有限公司募集资金管理制度》的议案 | 2 2025 年第三次临时股东会会议资料 2025 年第三次临时股东会会议须知 为维护广大股东的合法权益，确保本次股东会的正常秩序和议事效率，根据 《中华人民共和国公司法》《中华人民共和国证券法》《公司章程》及《 ...

证券代码：603787 证券简称：新日股份 公告编号：2025-045 江苏新日电动车股份有限公司 关于控股股东部分股票质押的公告 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： 控股股东张崇舜先生直接持有江苏新日电动车股份有限公司（以下简称"公司"）股 份 92,921,300 股,占公司总股本的 40.38%；本次部分股票质押后，张崇舜先生累计质押公 司股份数为 38,150,000 股，占其直接持有公司股份总数的 41.06%，占公司总股本的 16.58%。 张崇舜先生、陈玉英女士和安吉谆莱企业管理合伙企业（有限合伙）（以下简称"安 吉谆莱"）为一致行动人，截至本公告披露日，上述三方合计持有公司股份总数为 131,110,000 股，除陈玉英女士无股份质押外，安吉谆莱及张崇舜先生累计质押股份数量为 47,150,000 股，占其与一致行动人所持股份总数的 35.96%，占公司总股本的 20.49%。 | 股东 | 是否为 | 本次质押股 | 是否 | 是否 | 质押起 | | 质押到 | | | 占 ...

Market Overview - On August 25, the motorcycle and other sectors fell by 0.58%, with Qianli Technology leading the decline [1] - The Shanghai Composite Index closed at 3883.56, up 1.51%, while the Shenzhen Component Index closed at 12441.07, up 2.26% [1] Stock Performance - Key stocks in the motorcycle sector showed varied performance, with Lvtong Technology rising by 5.52% to 36.31 and Qianjiang Motorcycle falling by 0.64% to 17.12 [1] - Qianli Technology closed at 10.64, down 2.65%, with a trading volume of 1.0726 million shares and a transaction value of 1.147 billion [2] Capital Flow - The motorcycle and other sectors experienced a net outflow of 205 million in main funds, while retail investors saw a net inflow of 1.52 billion [2] - Notable capital flows included a net inflow of 699.91 million for Yong'anxing and a net outflow of 253.87 million for Taotao Vehicle [3]

Core Insights - The company reported a total revenue of 2.185 billion yuan for the first half of 2025, marking a year-on-year increase of 27.73% [1] - The net profit attributable to shareholders reached 60.8018 million yuan, reflecting a 21.73% increase compared to the same period last year [1] - The company achieved a net cash inflow from operating activities of 402 million yuan, which is an increase of 636 million yuan year-on-year [1] Financial Performance - The latest debt-to-asset ratio stands at 58.25% [3] - The gross profit margin is 15.00%, up by 0.43 percentage points from the previous quarter [3] - The return on equity (ROE) is 3.90%, an increase of 0.69 percentage points compared to the same period last year [3] - The diluted earnings per share (EPS) is 0.26 yuan, which is an 18.18% increase year-on-year [3] - The total asset turnover ratio is 0.63 times, reflecting a year-on-year increase of 29.60% [3] - The inventory turnover ratio is 8.15 times, up by 24.58% compared to the same period last year [3] Shareholder Structure - The number of shareholders is 20,600, with the top ten shareholders holding 154 million shares, accounting for 67.01% of the total share capital [3] - The largest shareholder is Zhang Chongshun, holding 40.38% of the shares [3] - Other significant shareholders include Chen Yuying (8.64%) and Anji Chunlai Enterprise Management Partnership (7.95%) [3]

Financial Performance - Company reported a total revenue of 2.185 billion yuan for the first half of 2025, an increase of 27.73% year-on-year [1] - Net profit attributable to shareholders reached 60.80 million yuan, up 21.73% year-on-year [1] - In Q2 2025, revenue was 1.132 billion yuan, reflecting an 18.45% increase year-on-year, while net profit was 30.88 million yuan, a 24.42% increase year-on-year [1] Key Financial Ratios - Gross margin decreased to 15.0%, down 5.83% year-on-year, while net margin fell to 2.81%, down 2.97% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 211 million yuan, accounting for 9.63% of revenue, a decrease of 9.55% year-on-year [1] - Earnings per share increased to 0.26 yuan, up 18.18% year-on-year, with operating cash flow per share at 1.75 yuan, a significant increase of 272.47% year-on-year [1] Changes in Financial Items - Inventory increased by 47.2% due to increased stocking based on order volume [3] - Construction in progress rose by 52.17% due to investments in new projects [3] - Prepayments surged by 872.68% as the company pre-paid suppliers to mitigate rising raw material costs [3] Cash Flow and Debt - Net cash flow from operating activities increased by 272.47% due to higher cash receipts from sales [3] - The company’s cash and cash equivalents decreased by 42.10% year-on-year [1] - The company’s receivables reached a level that is 1608.32% of its net profit, indicating a significant amount of outstanding payments [1][5] Historical Performance and Business Model - The company's historical return on invested capital (ROIC) was 0.76%, indicating weak capital returns [4] - The average ROIC since listing is 5.46%, with a notably poor performance in 2021 at -2.51% [4] - The business model relies heavily on research and marketing efforts, necessitating a thorough examination of these driving factors [5]

Core Insights - Xinjie Co., Ltd. (603787.SH) released its semi-annual report for 2025 on August 23, 2025, indicating a total of 22.78 million A-shares held by six institutional investors, representing 9.90% of the total share capital [1] - The institutional holding ratio increased by 0.50 percentage points compared to the previous quarter [1] - Two new public funds were disclosed during this period, including the China Merchants Quantitative Selected Stock Initiation A and the China Merchants Growth Quantitative Selected Stock A [1] Institutional Holdings - Six institutional investors disclosed their holdings in Xinjie Co., Ltd., with a combined total of 22.78 million shares [1] - The institutional investors include Anji Zhenlai Enterprise Management Partnership, Bank of China - China Merchants Quantitative Selected Stock Fund, Goldman Sachs, Guangdong Zhenyuan Private Fund Management, UBS AG, and China Everbright Bank - China Merchants Growth Quantitative Selected Stock Fund [1] - The total institutional holding ratio stands at 9.90% of the company's total share capital [1] Public Funds - Two new public funds were reported in this period, which are the China Merchants Quantitative Selected Stock Initiation A and the China Merchants Growth Quantitative Selected Stock A [1]

Group 1 - The company held its third meeting of the seventh Supervisory Board on August 21, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1] - The Supervisory Board approved the 2025 semi-annual report, confirming it accurately reflects the company's financial status and operational results without any false statements or omissions [2] - The company plans to distribute a cash dividend of 1.00 yuan (including tax) for every 10 shares, totaling approximately 23,014,379.00 yuan (including tax) based on a total share capital of 230,143,790 shares as of June 30, 2025 [2][3] Group 2 - The Supervisory Board approved the provision for asset impairment, amounting to 6,985,704.19 yuan, based on a cautious assessment of assets that may show signs of impairment [3] - The company agreed to cancel the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, and will amend the company’s articles of association accordingly [4] - All proposals from the Supervisory Board will be submitted for approval at the upcoming shareholders' meeting [5]

Meeting Information - The shareholder meeting is scheduled for September 11, 2025, at 14:00 [1] - The meeting will be held at Xinri Building, 19th Floor, No. 101 Tonghui Street, Xishan District, Wuxi City, Jiangsu Province [1] - Voting will be conducted through a combination of on-site and online methods [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system [1] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1] - Shareholders can vote through the trading system or the internet voting platform [4] Agenda Items - The meeting will review several proposals, including amendments to the company's shareholder meeting rules, board meeting rules, and fundraising management system [2] - All proposals have been approved by the company's board and supervisory board [2] Attendance Requirements - Shareholders registered by the close of trading on September 4, 2025, are eligible to attend [4] - Both natural and legal person shareholders can attend, with specific documentation required for attendance [5] Proxy Voting - Shareholders can appoint a proxy to attend and vote on their behalf [5] - Specific forms and identification are required for both the principal and the proxy [5][10]

Core Viewpoint - The company plans to distribute cash dividends to shareholders based on its financial performance for the first half of 2025, reflecting a commitment to return value to shareholders while considering its financial health [1][2]. Profit Distribution Plan - The company intends to distribute a cash dividend of 1.00 RMB (including tax) for every 10 shares held, amounting to a total of 23,014,379.00 RMB (including tax) based on a total share capital of 230,143,790 shares as of June 30, 2025 [1][2]. - This cash dividend represents 37.85% of the company's net profit attributable to shareholders for the first half of 2025 [1]. Decision-Making Process - The profit distribution plan has been approved by the board of directors and will be submitted for shareholder meeting approval [2]. - The supervisory board has expressed that the profit distribution plan considers the company's profitability, cash flow, and funding needs, ensuring no harm to the interests of the company or its shareholders, particularly minority shareholders [2].

Core Viewpoint - Jiangsu Xinri Electric Vehicle Co., Ltd. held its third meeting of the seventh board of directors, where several key resolutions were passed, including the approval of the 2025 semi-annual report and profit distribution plan, as well as the decision to cancel the supervisory board and amend the company's articles of association [1][2][3]. Group 1: Board Meeting Details - The board meeting was convened on August 21, 2025, with all 9 directors present, and was chaired by Chairman Zhang Chongshun [1]. - The meeting's procedures complied with the Company Law and the company's articles of association [1]. Group 2: Semi-Annual Report and Profit Distribution - The 2025 semi-annual report was approved, reflecting the company's actual operating conditions without any false records or misleading statements [2]. - A profit distribution plan was approved, proposing a cash dividend of 1.00 yuan (including tax) for every 10 shares held, to be distributed to all shareholders [2]. Group 3: Asset Impairment and Governance Changes - The company recognized an asset impairment provision of 6,985,704.19 yuan for the first half of 2025, based on impairment testing of assets showing potential impairment signs [3]. - The decision to abolish the supervisory board was made, with its responsibilities transferred to the audit committee of the board, and relevant amendments to the articles of association were approved [3][4]. Group 4: Governance System Amendments - Several governance system amendments were approved, including revisions to the management of insider information and the prevention of fund occupation by major shareholders [5]. - The board also approved the convening of the third extraordinary general meeting of shareholders for 2025, with the board secretary authorized to handle the preparations [6].