2025 年第二次临时股东大会会议资料 新亚电子股份有限公司 2025 年第二次临时股东大会 会议资料 浙江·温州 2025 年 11 月 1 | 目录 | | --- | | 2025 | | 年第二次临时股东大会会议须知 3 | | --- | --- | --- | | 2025 | | 年第二次临时股东大会会议议程 5 | | 议案 | 1 | 8 | | | | 关于修订《公司章程》的议案 8 | | 议案 | 2 | 9 | | | | 关于修订《股东会议事规则》的议案 9 | | 议案 | 3 | 10 | | | | 关于修订《董事会议事规则》的议案 10 | | 议案 | 4 | 11 | | | | 关于修订《独立董事工作细则》的议案 11 | | 议案 | 5 | 12 | | | | 关于修订《关联交易决策制度》的议案 12 | | 议案 | 6 | 13 | | | | 关于修订《对外担保管理制度》的议案 13 | | 议案 | 7 | 14 | | | | 关于修订《对外投资管理制度》的议案 14 | | 议案 | 8 | 15 | | | | 关于修订《累积投票制实施细则》的议案 ...

Financial Performance - The company's operating revenue for the third quarter reached ¥927,743,704.64, an increase of 8.86% compared to the same period last year[5] - Total profit for the quarter was ¥67,672,256.09, representing a significant increase of 147.77% year-over-year[5] - Net profit attributable to shareholders was ¥59,440,094.46, up 128.27% from the previous year[5] - The net profit after deducting non-recurring gains and losses was ¥49,750,257.52, reflecting a growth of 100.30% year-over-year[5] - The increase in profits is primarily attributed to growth in sales revenue, foreign exchange gains from the appreciation of the RMB against the Euro, and increased VAT deductions[10] - The net profit attributable to shareholders for the current reporting period is 53.71 million RMB, primarily due to increased sales revenue and foreign exchange gains from the appreciation of RMB against the Euro[11] - The net profit attributable to shareholders for the year-to-date period is 100.30 million RMB, driven by sales revenue growth and the reversal of bad debt provisions[11] - Basic and diluted earnings per share for the current reporting period are both 125 RMB, reflecting an increase in profit[11] - Total operating revenue for the first three quarters of 2025 reached ¥2,873,216,748.20, an increase of 15.9% compared to ¥2,479,219,434.00 in the same period of 2024[20] - Net profit for the first three quarters of 2025 was ¥158,606,205.82, representing a significant increase of 56.5% compared to ¥101,260,542.34 in the same period of 2024[21] Assets and Liabilities - Total assets at the end of the quarter amounted to ¥3,474,256,301.46, a slight increase of 1.16% from the end of the previous year[6] - The company's total assets as of the end of the reporting period were ¥3,474,256,301.46, slightly up from ¥3,434,488,537.37 in the previous year[18] - Total liabilities decreased to ¥1,857,323,533.16 from ¥1,964,046,416.90, marking a reduction of approximately 5.4%[17] - Shareholders' equity attributable to the company reached ¥1,616,932,768.30, marking a 9.96% increase compared to the previous year[6] - The equity attributable to shareholders of the parent company increased to ¥1,616,932,768.30 from ¥1,470,442,120.47, reflecting a growth of 9.9%[18] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥347,839,665.84, an increase of 283.63%[5] - Operating cash flow for the year-to-date period is 283.63 million RMB, mainly due to an increase in sales collections[11] - Cash inflows from operating activities totaled CNY 2,619,694,464.81, an increase from CNY 2,376,565,499.79 in the previous year, representing a growth of 10.23%[24] - The net cash flow from operating activities was CNY 347,839,665.84, compared to CNY 90,670,010.46 in the same period last year, showing a substantial increase[25] - Cash inflows from financing activities were CNY 788,116,059.44, compared to CNY 610,132,672.00 in the previous year, indicating an increase of 28.95%[25] - The net cash outflow from financing activities was CNY -243,991,052.41, a decline from CNY 95,330,648.12 in the previous year, reflecting a change in financing strategy[25] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 59,781[13] - The largest shareholder, Leqing Lixin Holdings Co., Ltd., holds 28.21% of the shares, totaling 91,479,526 shares[13] Expenses and Income - Research and development expenses for the first three quarters of 2025 amounted to ¥103,959,081.60, compared to ¥97,272,188.19 in 2024, indicating a growth of 6.9%[20] - The company reported a financial expense of ¥10,363,354.76, which decreased significantly from ¥24,764,074.12 in the previous year, indicating improved cost management[20] - The company’s other income increased to ¥28,871,291.77 from ¥15,851,628.10, showing a growth of 82.0% year-over-year[21] - The company received CNY 605,998.86 in investment income, a decrease from CNY 9,200,000.00 in the previous year, indicating challenges in investment returns[25] Comprehensive Income - The total comprehensive income for the period reached CNY 159,578,516.56, compared to CNY 97,122,332.55 in the previous year, reflecting a significant increase[22] - Basic and diluted earnings per share were both CNY 0.49, up from CNY 0.32 in the same period last year, indicating a growth of 53.13%[22] Other Financial Metrics - Non-recurring gains and losses for the quarter totaled ¥9,689,836.94, with significant contributions from government subsidies and fair value changes[8] - Accounts receivable increased to 999.24 million RMB, compared to 1.10 billion RMB in the previous year, indicating a rise in sales revenue[15] - Other receivables amount to 238.06 million RMB, primarily due to the return of rental deposits from the previous period[11] - The company reported a significant increase in operating income of 631.82 million RMB, attributed to the settlement of long-term payables[11] - The company has seen an increase in contract liabilities to 42.64 million RMB, indicating a rise in customer prepayments[11] Accounting Standards - The company has not applied new accounting standards for the current reporting period, maintaining consistency in financial reporting[27]

Group 1 - The core point of the article is that Xinya Electronics reported a revenue of 928 million yuan in the third quarter, representing a year-on-year increase of 8.86% [1] - The net profit for the third quarter was 59.44 million yuan, showing a significant year-on-year growth of 128.27% [1] - For the first three quarters, the total revenue reached 2.873 billion yuan, which is a year-on-year increase of 15.89% [1] - The net profit for the first three quarters was 159 million yuan, reflecting a year-on-year growth of 56.63% [1]

Group 1 - The Pink Panther gang, an international crime organization established in 1999, is suspected of being involved in a recent jewelry theft at the Louvre, with stolen items potentially already smuggled out of France [4][5] - The gang specializes in high-value jewelry and watch robberies, with over 150 cases worldwide and a total value exceeding €250 million [4][5] - Experts suggest that the gang prefers targets that are easier to dismantle and conceal, indicating a high likelihood that the stolen jewelry has been quickly processed [5] Group 2 - Adidas faced criticism regarding the quality of its down jackets, which were allegedly produced by a third-party manufacturer, Snow Flying, leading to questions about brand value and product quality [6][7] - The jacket in question has a retail price of 579 yuan, while a similar product from Snow Flying is priced at 519 yuan, raising concerns about pricing strategies and consumer perception [6][7] - The Chinese government has responded to the election of a new Japanese Prime Minister, emphasizing the importance of maintaining bilateral relations and adhering to historical commitments [8] Group 3 - The U.S. stock market showed mixed results, with the Dow Jones increasing by 0.47% while the Nasdaq fell by 0.16%, reflecting varied performance among major tech stocks [11] - NIO reported over 10,000 vehicle deliveries in a week, with the L90 model achieving record sales, indicating strong demand and production capacity improvements [14] - Coca-Cola HBC announced a $2.6 billion acquisition of Coca-Cola Beverages Africa, aiming to consolidate its position in the African beverage market [18]

Core Insights - The company, Xin Ya Electronics, has announced that its PCIe 7.0 series products have entered small batch trial production [1] - The company is currently in discussions with target customers regarding its 224G high-speed copper cables [1] Company Summary - Xin Ya Electronics (605277) is progressing with the trial production of its PCIe 7.0 series products, indicating advancements in its product development [1] - The engagement with target customers for the 224G high-speed copper cables suggests a focus on expanding its market reach and meeting customer demands [1]

Core Viewpoint - The company has successfully initiated small-scale trial production of its PCIe 7.0 series products and is currently engaging with target customers regarding its 224G high-speed copper cables [1] Group 1 - The PCIe 7.0 series products have entered the small batch trial production phase [1] - The company is in discussions with target customers for its 224G high-speed copper cables [1]

Core Viewpoint - The company has announced the nomination of Ms. Huang Xiaoya as a candidate for the independent director of the third board of directors [2] Company Summary - The board of directors of the company has approved the nomination of Ms. Huang Xiaoya [2]

Core Viewpoint - Xinya Electronics (605277.SH) is expanding into new business areas by establishing a joint venture, Xinya (Suzhou) Rail Transit Technology Co., Ltd., with related parties, indicating a strategic shift in its business focus [1] Group 1: Company Structure and Ownership - The registered capital for the new joint venture is set at 10 million RMB [1] - Xinya Electronics will hold a 51% stake in the new company, while Keba Optoelectronics will hold 9%, and individual investors Yin Shuhua and Zhao Qingwen will each hold 20% [1]

Group 1 - The core point of the article is that Xin Ya Electronics (SH 605277) held its sixth meeting of the third board of directors on October 10, 2025, to review the proposal for revising the "Audit Committee Work Rules" [1] - For the first half of 2025, Xin Ya Electronics reported a revenue composition where consumer electronics and industrial control cables accounted for 38.13%, communication cables and data cables for 31.86%, new energy series cables and components for 20.72%, automotive cables for 6.28%, and other businesses for 3.01% [1] - As of the time of reporting, Xin Ya Electronics had a market capitalization of 8.1 billion yuan [1]

新亚电子股份有限公司 董事会审计委员会工作细则 2025年10月修订 审计委员会工作细则 新亚电子股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为完善新亚电子股份有限公司（以下简称"公司"）法人治理结构， 充分发挥董事会的职能作用，促进董事会有效履行职责，以形成科学、高效的决 策-执行体系和激励-约束机制，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》《上市公司治理准则》《上海证券交易所 上市公司自律监管指引第 1 号——规范运作》《上市公司独立董事管理办法》等 法律、法规和规范性文件以及《新亚电子股份有限公司章程》（以下简称"公司 章程"）的规定，特制定本制度。 第二条 审计委员会行使公司章程和本制度赋予的各项职权，对董事会负责。 第二章 人员组成 审计委员会成员应当具备履行审计委员会工作职责的专业知识和经验。 第四条 审计委员会委员由董事长、二分之一以上的独立董事或者全体董事 的三分之一提名，由董事会选举产生。 第五条 审计委员会委员的任期与公司董事的任期相同。任期届满经董事长 提议，董事会通过后可以连任。 第六条 审计委员会由三名不在公司担任高级管理人员的 ...