国浩律师（南京）事务所 关于 常州银河世纪微电子股份有限公司 2025 年第一次临时股东会的 法律意见书 . 中国江苏省南京市汉中门大街 309 号 B 座 5-7-8 层 邮编：210036 5-7-8/F, Block B, 309 Hanzhongmen Street, Nanjing, China, 210036 电话/Tel: +86 25 8966 0900 传真/Fax: +86 25 89660966 网址/Website: http://www.grandall.com.cn 国浩律师（南京）事务所 法律意见书 国浩律师（南京）事务所 关于常州银河世纪微电子股份有限公司 2025 年第一次临时股东会的 法律意见书 致：常州银河世纪微电子股份有限公司 国浩律师（南京）事务所（以下简称"本所"）接受常州银河世纪微电子股 份有限公司（以下简称"公司"）的委托，就公司 2025 年第一次临时股东会（以 下简称"本次股东会"）召开的有关事宜，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、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》"）等法律、法规和规范性文件以及《常州 ...

Core Insights - Galaxy Microelectronics, established in October 2006 and listed on the Shanghai Stock Exchange in January 2021, specializes in semiconductor discrete devices with strong R&D capabilities and product quality reaching advanced domestic levels [1] Financial Performance - For Q3 2025, Galaxy Microelectronics reported revenue of 745 million, ranking 11th among 18 companies in the industry, with the industry leader, Wentaik Technology, achieving revenue of 29.769 billion [2] - The net profit for the same period was 39.2462 million, placing the company 12th in the industry, while the top performer, Wentaik Technology, reported a net profit of 1.505 billion [2] Financial Ratios - As of Q3 2025, the company's debt-to-asset ratio was 38.53%, an increase from 35.82% year-on-year, exceeding the industry average of 24.02% [3] - The gross profit margin was 23.71%, down from 26.91% year-on-year, and also below the industry average [3] Executive Compensation - The chairman, Yang Senmao, received a salary of 846,900, a decrease of 11,100 from the previous year, while the general manager, Liu Jun, earned 901,300, down 137,400 from 2023 [4] Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 3.81% to 8,319, with an average holding of 15,500 shares, a decrease of 3.67% [5]

Core Insights - The company, Galaxy Microelectronics (688689.SH), reported a total revenue of 745 million yuan for Q3 2025, with a net profit attributable to shareholders of 46.29 million yuan [1] - The operating cash flow showed a net inflow of 26.89 million yuan, which is a decrease of 18.14 million yuan compared to the same period last year, representing a year-on-year decline of 40.28% [1] Financial Performance - The latest asset-liability ratio stands at 38.53%, an increase of 2.70 percentage points compared to the same period last year [3] - The gross profit margin is reported at 23.71%, which is a decrease of 0.34 percentage points from the previous quarter and a decline of 3.20 percentage points year-on-year [3] - The return on equity (ROE) is recorded at 3.44% [3] - The diluted earnings per share (EPS) is 0.36 yuan [4] Operational Metrics - The total asset turnover ratio is 0.33 times, while the inventory turnover ratio is 2.76 times [5] - The number of shareholders is 8,319, with the top ten shareholders holding a total of 87.89 million shares, accounting for 68.18% of the total share capital [5] - The largest shareholder is Changzhou Galaxy Xingyuan Investment Co., Ltd., holding 31.61% of the shares [5]

Core Insights - The company reported a revenue of 268,194,052.78 yuan for the third quarter of 2025, representing a year-on-year growth of 20.81% [1] - The net profit attributable to shareholders of the listed company was 19,070,984.03 yuan, showing a significant year-on-year increase of 88.94% [1] Financial Performance - Revenue for Q3 2025: 268,194,052.78 yuan, up 20.81% year-on-year [1] - Net profit for Q3 2025: 19,070,984.03 yuan, up 88.94% year-on-year [1]

Financial Performance - The company's operating revenue for the third quarter reached ¥268,194,052.78, representing a year-on-year increase of 20.81%[4] - The total profit for the quarter was ¥18,688,765.99, showing a significant increase of 94.01% compared to the same period last year[4] - The net profit attributable to shareholders was ¥19,070,984.03, an increase of 88.94% year-on-year[4] - The net profit after deducting non-recurring gains and losses was ¥15,679,572.69, which is a substantial increase of 205.93% compared to the previous year[4] - The basic and diluted earnings per share for the quarter were both ¥0.15, reflecting an increase of 87.50% year-on-year[5] - Total operating revenue for the first three quarters of 2025 reached ¥744,797,186.08, an increase of 16.66% compared to ¥638,093,850.20 in the same period of 2024[21] - Net profit for the first three quarters of 2025 was ¥39,246,200.64, a decrease of 9.56% from ¥43,339,969.26 in 2024[22] - Earnings per share for the first three quarters of 2025 were ¥0.36, slightly up from ¥0.35 in the same period of 2024[22] Assets and Liabilities - The total assets at the end of the quarter were ¥2,248,526,508.47, representing a 1.94% increase from the end of the previous year[5] - The total assets of the company amounted to ¥2,248,526,508.47, an increase from ¥2,205,810,186.87 in the previous year, indicating a growth of 1.93%[17] - The total liabilities of the company as of the latest report were ¥866,340,410.00, compared to ¥840,355,674.45 in the previous year, reflecting a growth of 3.57%[17] - The total current assets as of September 30, 2025, amount to RMB 1,651,109,444.81, a slight decrease from RMB 1,663,428,727.20 at the end of 2024[15] - The company's total non-current assets as of September 30, 2025, are RMB 597,417,063.66, up from RMB 542,381,459.67, indicating an increase of about 10.2%[16] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥26,899,203.29, which decreased by 40.28% compared to the previous year[4] - Operating cash inflow for the first three quarters of 2025 was CNY 596,593,354.80, an increase of 15.4% compared to CNY 516,909,576.40 in the same period of 2024[23] - Net cash flow from operating activities decreased to CNY 26,899,203.29 from CNY 45,043,495.33, representing a decline of 40.2% year-over-year[23] - Cash inflow from investment activities totaled CNY 2,244,279,622.71, up from CNY 2,195,601,929.65, marking a growth of 2.2% year-over-year[24] - Net cash flow from investment activities was negative at CNY -80,319,814.00, improving from CNY -108,048,733.10 in the previous year[24] - Cash inflow from financing activities decreased to CNY 10,300,000.00 from CNY 28,200,000.00, a decline of 63.5% year-over-year[24] - Net cash flow from financing activities was CNY -29,112,082.49, slightly better than CNY -32,796,083.60 in the same period last year[24] - The ending balance of cash and cash equivalents was CNY 163,762,938.30, down from CNY 177,594,517.86 year-over-year[24] Shareholder Information - Total number of common shareholders at the end of the reporting period is 8,319[12] - The largest shareholder, Changzhou Galaxy Star Source Investment Co., Ltd., holds 31.61% of the shares, totaling 40,747,740 shares[12] - The total equity attributable to shareholders reached ¥1,347,001,371.63, an increase of 1.67% from ¥1,326,873,054.83 in the previous year[17] - The equity attributable to shareholders increased to ¥1,347,001,371.63, up by 1.52% from the previous year-end[5] - The company has not reported any significant changes in shareholder relationships or agreements during the reporting period[13] Research and Development - Research and development expenses totaled ¥15,078,020.58, accounting for 5.62% of operating revenue, a decrease of 1.17 percentage points from the previous year[5] - Research and development expenses increased to ¥46,146,770.01 in 2025, representing a rise of 15.99% from ¥39,754,021.90 in 2024[21] Inventory and Costs - The company experienced a significant improvement in inventory turnover, contributing to the reduction of stagnant inventory and subsequent asset impairment losses[9] - The company's gross profit margin for the first three quarters of 2025 was approximately 4.67%, down from 6.67% in the same period of 2024[21] - Total operating costs for the first three quarters of 2025 were ¥707,738,619.82, up 19.48% from ¥592,175,389.51 in 2024[21] - The company reported an increase in inventory from RMB 195,078,809.83 to RMB 216,632,466.95, which is an increase of approximately 11.1%[15] - Accounts payable decreased from RMB 244,846,270.30 to RMB 231,371,771.99, a reduction of about 5.5%[16] Tax and Investment Income - The company received tax refunds amounting to CNY 5,669,967.53, significantly higher than CNY 1,772,479.64 in the previous year, indicating a growth of 219.5%[23] - The company reported a decrease in investment income from joint ventures, with a loss of ¥1,538,362.28 in 2025 compared to a loss of ¥2,714,489.96 in 2024[21] - The company has not reported any net profit from the merged entity, with both current and previous periods showing a net profit of CNY 0[23]

Core Insights - The company, Galaxy Microelectronics (688689.SH), reported a revenue of 745 million yuan for the first three quarters of 2025, representing a year-on-year growth of 16.72% [1] - The net profit attributable to shareholders of the listed company was 46.29 million yuan, showing a year-on-year increase of 3.02% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 33.37 million yuan, reflecting a year-on-year growth of 22.64% [1]

Core Viewpoint - Galaxy Microelectronics (688689.SH) reported strong financial performance in Q3, with significant year-on-year growth in both revenue and net profit [1] Financial Performance - The company achieved a revenue of 268 million yuan in Q3, representing a year-on-year increase of 20.81% [1] - Net profit attributable to shareholders reached 19.071 million yuan, marking a year-on-year growth of 88.94% [1] - The net profit excluding non-recurring gains and losses was 15.6796 million yuan, showing a substantial year-on-year increase of 205.93% [1] - Basic earnings per share stood at 0.15 yuan [1]

常州银河世纪微电子股份有限公司 2025 年第一次临时股东会 会 议 材 料 目 录 二〇二五年十一月三日 常州银河世纪微电子股份有限公司 2025 年第一次临时股东会 | 2025 | 年第一次临时股东会会议须知 | 2 | | --- | --- | --- | | 2025 | 年第一次临时股东会会议议程 | 4 | | 2025 | 年第一次临时股东会会议议案 | 6 | | | 议案一：关于取消监事会、变更注册资本、修订《公司章程》并办理工商变 | | | | 更登记的议案 | 6 | | | 议案二：关于新增及修订部分治理制度的议案 | 77 | | | 议案三：关于选举公司第四届董事会非独立董事的议案 | 78 | | | 议案四：关于选举公司第四届董事会独立董事的议案 | 79 | 1 常州银河世纪微电子股份有限公司 2025 年第一次临时股东会 常州银河世纪微电子股份有限公司 2025 年第一次临时股东会会议须知 为维护广大投资者的合法权益，保障股东在本次股东会期间依法行使权利， 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》（以下简称"《证券法》"）、《 ...

Core Viewpoint - The A-share semiconductor sector has experienced a significant rally, with multiple stocks reaching their daily limit up or showing substantial gains [1] Group 1: Stock Performance - Purun Co., Ltd. hit the daily limit up of 20% [1] - Shenkong Co., Ltd. increased by over 11% [1] - Huahong Technology rose by over 10% [1] - Huiding Technology reached a daily limit up of 10% [1] - Mingwei Electronics gained 9% [1] - Lianyun Technology, Jucheng Co., Ltd., and Xinxiangwei increased by over 8% [1] - Baiwei Storage and Galaxy Microelectronics rose by over 7% [1] - Beijing Junzheng and Huahai Chengke increased by over 6% [1] - Jinghe Integration, Weicet Technology, Hengsuo Co., Ltd., Jingyi Equipment, and Lanke Technology rose by over 5% [1]

Core Viewpoint - The advanced packaging index experienced a decline of 2.03% on October 22, with several component stocks showing significant drops in value [1]. Company Performance - Huada Technology saw a decrease of 5.04% [1] - Blue Arrow Electronics dropped by 4.18% [1] - Shenzhen Technology fell by 3.57% [1] - Taiji Industry declined by 3.37% [1] - Galaxy Microelectronics also decreased by 3.37% [1]