广东鸿湾律师事务所 关于飞亚达精密科技股份有限公司 2025 年第一次临时股东会法律意见书 致：飞亚达精密科技股份有限公司 广东鸿湾律师事务所（简称"本所"）接受飞亚达精密科技股份有限公司（以 下简称"贵公司"）的委托，指派本所唐健律师、庞丽洁律师就贵公司 2025 年第 一次临时股东会进行现场见证，就本次股东会有关法律事宜进行审查，并出具法律 意见书。 本所律师根据《中华人民共和国公司法》（简称《公司法》）、《上市公司股 东会规则》（简称《股东会规则》）、《上市公司治理准则》（简称《治理准则》） 等国家法律、法规、有关主管部门的规定及贵公司《公司章程》就本次会议的召开、 召集程序、出席会议人员资格、议案审议情况及表决结果等相关事宜和法律问题进 行审查，本所律师将按照律师行业公认的业务标准、道德规范和勤勉尽责的精神， 发表法律意见如下： 一、关于本次股东会的召集、召开程序 贵公司董事会已按照《公司法》和《公司章程》的规定在会议召开十五日前， 于 2025 年 8 月 23 日在巨潮资讯网以公告的方式通知了各股东，并对所有提交股东 会审议的提案内容进行了披露。 本次股东会于二〇二五年九月十日 15 时在飞亚达科 ...

Market Overview - The jewelry sector experienced a decline of 2.21% on September 10, with Chao Hong Ji leading the drop [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Individual Stock Performance - Notable declines in individual stocks include: - Chao Hong Ji (002345) down 6.23% with a closing price of 15.05 and a trading volume of 360,300 shares [2] - Mankalon (300945) down 4.96% with a closing price of 22.82 and a trading volume of 377,600 shares [2] - China Gold (600916) down 2.03% with a closing price of 8.68 and a trading volume of 737,300 shares [2] - Other stocks such as Lao Feng Xiang (600612) and Zhou Da Sheng (002867) also saw declines of 0.72% and 1.44% respectively [1][2] Capital Flow Analysis - The jewelry sector saw a net outflow of 430 million yuan from institutional investors, while retail investors contributed a net inflow of 422 million yuan [2][3] - The capital flow for key stocks indicates: - Chao Hong Ji had a net outflow of 79.22 million yuan from institutional investors [3] - China Gold experienced a net outflow of 63.42 million yuan from institutional investors [3] - Lao Feng Xiang had a net outflow of 54.84 million yuan from institutional investors [3] Summary of Trading Data - The trading data for the jewelry sector shows significant activity with total trading volumes and values across various stocks, indicating a mixed sentiment among investors [1][2][3]

Group 1 - The core point of the article is that Feiya (SZ 000026) announced it will be receiving a research visit from CCB Fund Management on September 9, 2025, with key executives participating in the meeting [1] - For the first half of 2025, Feiya's revenue composition is as follows: table products account for 93.02%, precision manufacturing business accounts for 3.39%, leasing accounts for 3.24%, and other businesses account for 0.35% [1] - As of the time of reporting, Feiya's market capitalization is 6.9 billion yuan [1]

Group 1: Investor Relations Activity - The investor relations activity was a specific object survey conducted on September 9, 2025 [2] - Participants included representatives from Guotai Junan Securities Co., Ltd. and CCB Fund Management Co., Ltd. [2] - The meeting took place at the Feiya Technology Building conference room [2] Group 2: Company Representatives - The meeting was hosted by Song Yaoming, Chief Accountant and Secretary of the Board [2] - Other attendees included Fang Jiarui, Head of Planning and Operations Capital Department, and staff from the Secretary Office [2] Group 3: Discussion Topics - The discussion focused on the company's business operations and development, as well as the proposed acquisition of Chang Kong Gear equity project [2] - Participants were encouraged to refer to previous investor relations activity records and disclosed announcements for more details [2] Group 4: Disclosure Information - The activity did not involve any undisclosed significant information [2] - No presentation materials or documents were provided during the meeting [2]

Core Insights - The gold and jewelry industry experienced a stark contrast in performance in the first half of 2025, with upstream gold mining companies benefiting from rising gold prices, while downstream consumption faced pressure due to these price increases [1][2]. Group 1: Performance of Selected Companies - Among the 12 selected jewelry companies, only 6 reported increases in both revenue and net profit, while 1 company saw revenue growth without profit increase, and 5 companies experienced declines in both metrics [1]. - The companies that achieved growth in both revenue and net profit include Caibai Co., Mankalon, Chaohongji, Cuihua Jewelry, Ruibeka, and Dia Co. [1]. - Laisen Tongling reported revenue of 870 million yuan, a 37% increase year-on-year, but its net profit fell by 263.52% to 61 million yuan [1]. Group 2: Declining Companies - Five companies reported declines in both revenue and net profit: China Gold, Feiya, Laofengxiang, Mingpai Jewelry, and Xinhua Jin [2]. - China Gold's revenue decreased by 11.54% to 31.098 billion yuan, and its net profit fell by 46.35% to 319 million yuan [3][4]. - Feiya's revenue was 1.784 billion yuan, down 14.08%, with a net profit of 82.45 million yuan, a decrease of 43.97% [3]. - Laofengxiang's revenue dropped to 6.603 billion yuan, a decline of 16.52%, and its net profit decreased by 13.07% to 1.22 billion yuan [3]. - Xinhua Jin's revenue fell by 24.92% to 669 million yuan, and its net profit decreased by 39.45% to 12.87 million yuan [3].

Core Viewpoint - The gold and jewelry industry is experiencing a dichotomy in performance in the first half of 2025, with upstream gold mining companies benefiting from rising gold prices, while downstream consumption is under pressure due to the same price increases [1]. Group 1: Performance of Selected Companies - Among the 12 selected jewelry companies, only 6 reported increases in both revenue and net profit, while 1 company saw revenue growth without profit increase, and 5 companies experienced declines in both metrics [1]. - The companies that achieved growth in both revenue and net profit include Caibai Co., Mankalon, Chaohongji, Cuihua Jewelry, Ruibeka, and Dia Co. [1]. - Laisen Tongling reported revenue of 870 million yuan, a 37% increase year-on-year, but its net profit fell by 263.52% to 61 million yuan [1]. Group 2: Declining Performance - Five companies reported declines in both revenue and net profit: China Gold, Feiyada, Laofengxiang, Mingpai Jewelry, and Xinhua Jin [2]. - China Gold's revenue decreased by 11.54% to 31.098 billion yuan, and net profit fell by 46.35% to 319 million yuan [3][4]. - Feiyada's revenue was 1.784 billion yuan, down 14.08%, with net profit dropping by 43.97% to 82.45 million yuan [3]. - Laofengxiang's revenue fell to 6.603 billion yuan, a decrease of 16.52%, and net profit declined by 13.07% to 1.22 billion yuan [3]. - Xinhua Jin's revenue dropped by 24.92% to 669 million yuan, with net profit down 39.45% to 12.87 million yuan [3].

Core Viewpoint - The jewelry accessories industry is facing significant challenges in profitability, with many companies reporting low sales gross and net profit margins, particularly in the gold accessories segment [1][4]. Group 1: Financial Performance Overview - As of the first half of 2025, the jewelry accessories industry shows a generally poor profitability outlook, with many companies having sales gross margins below 20% [1]. - Among the analyzed companies, Di'A shares, Rebecca, and Feiyada have the highest sales gross margins at 63.42%, 36.93%, and 34.99% respectively [2]. - Conversely, companies like China Gold, Caibai, Mingpai Jewelry, and Laofengxiang have sales gross margins below 10%, with China Gold at a notably low 4.4% [2]. Group 2: Net Profit Margin Analysis - The overall low gross margin levels correspond to similarly low net profit margins within the industry, with only Di'A shares exceeding 10% at 10.16% [4]. - Mingpai Jewelry reported a negative net profit margin due to performance losses, while the lowest net profit margins were recorded by Rebecca, China Gold, and Mingpai Jewelry at 1.59%, 1.04%, and -4.05% respectively [4]. Group 3: Trends in Profitability - A dynamic analysis reveals that only a few companies, including Cuihua Jewelry, Xinhua Jin, and Laishen Tongling, have seen simultaneous increases in both gross and net profit margins [6]. - Companies like Feiyada, Caibai, and Mingpai Jewelry have experienced declines in both sales gross and net profit margins, with Feiyada's gross margin dropping by 1.81 percentage points and net margin by 2.47 percentage points [6][7]. - Caibai's sales gross margin has consistently decreased over three reporting periods, from 11.49% in H1 2023 to 7.15% in H1 2025, indicating a troubling trend [7].

Core Insights - The gold and jewelry industry experienced a mixed performance in the first half of 2025, with upstream mining companies benefiting from rising gold prices, while downstream consumption faced pressure due to the same price increases [1][2]. Group 1: Performance Overview - Among the 12 selected jewelry companies, only 6 achieved both revenue and net profit growth, 1 company saw revenue growth without profit increase, and 5 companies experienced declines in both metrics [1]. - The companies with both revenue and net profit growth include Caibai Co., Mankalon, Chaohongji, Cuihua Jewelry, Rebecca, and Dia Co. [1][2]. Group 2: Companies with Revenue and Profit Growth - Caibai Co. reported revenue of 152.48 million, a 38.75% increase, and a net profit of 4.59 million, up 14.75% [2]. - Mankalon achieved revenue of 15.56 million, a 26.79% increase, and a net profit of 0.77 million, up 35.18% [2]. - Chaohongji's revenue reached 41.02 million, a 19.54% increase, with a net profit of 3.31 million, up 44.34% [2]. - Cuihua Jewelry reported revenue of 22.43 million, a 7.08% increase, and a net profit of 1.11 million, up 34.40% [2]. - Rebecca's revenue was 5.98 million, a 4.20% increase, with a net profit of 0.09 million, up 15.31% [2]. - Dia Co. had revenue of 7.86 million, a 0.97% increase, and a net profit of 0.76 million, up 131.61% [2]. Group 3: Companies with Revenue and Profit Decline - Five companies reported declines in both revenue and net profit: China Gold, Fiyada, Laofengxiang, Mingpai Jewelry, and Xinhua Jin [3][4]. - China Gold's revenue was 310.98 million, down 11.54%, with a net profit of 3.19 million, down 46.35% [3][4]. - Fiyada reported revenue of 17.84 million, down 14.08%, and a net profit of 0.82 million, down 43.97% [3][5]. - Laofengxiang's revenue decreased to 333.56 million, down 16.52%, with a net profit of 12.20 million, down 13.07% [4][5]. - Mingpai Jewelry had revenue of 19.39 million, down 20.31%, and a net loss of 0.78 million, down 646.62% [3][4]. - Xinhua Jin's revenue was 6.69 million, down 24.92%, with a net profit of 0.13 million, down 39.45% [3][4]. Group 4: Industry Challenges - The overall jewelry industry faced significant challenges, with many companies reporting substantial declines in revenue and profit due to rising gold prices and changing consumer behavior [1][3]. - The closure of numerous franchise stores, such as 593 for China Gold, indicates a contraction in retail presence and potential market challenges [5][6].

Core Insights - The gold and jewelry industry experienced a mixed performance in the first half of 2025, with upstream mining companies benefiting from rising gold prices, while downstream consumption faced pressure due to the same price increases [1][2]. Group 1: Performance Overview - Among the 12 selected jewelry companies, only 6 achieved both revenue and net profit growth, 1 company saw revenue growth without profit increase, and 5 companies experienced declines in both metrics [1][3]. - The companies with both revenue and net profit growth include Caibai Co., Mankalon, Chaohongji, Cuihua Jewelry, Ruibeka, and Dia Co. [1][2]. Group 2: Companies with Revenue and Profit Growth - Caibai Co. reported revenue of 152.48 million, a 38.75% increase, and a net profit of 4.59 million, up 14.75% [2]. - Mankalon achieved revenue of 15.56 million, a 26.79% increase, and a net profit of 0.77 million, up 35.18% [2]. - Chaohongji's revenue reached 41.02 million, a 19.54% increase, with a net profit of 3.31 million, up 44.34% [2]. - Cuihua Jewelry reported revenue of 22.43 million, a 7.08% increase, and a net profit of 1.11 million, up 34.40% [2]. - Ruibeka had revenue of 5.98 million, a 4.20% increase, and a net profit of 0.09 million, up 15.31% [2]. - Dia Co. reported revenue of 7.86 million, a 0.97% increase, and a net profit of 0.76 million, up 131.61% [2]. Group 3: Companies with Revenue and Profit Decline - Five companies reported declines in both revenue and net profit: China Gold, Feiya, Laofengxiang, Mingpai Jewelry, and Xinhua Jin [3][4]. - China Gold's revenue was 310.98 million, down 11.54%, with a net profit of 3.19 million, down 46.35% [3][4]. - Feiya's revenue reached 17.84 million, down 14.08%, and a net profit of 0.82 million, down 43.97% [3][5]. - Laofengxiang reported revenue of 333.56 million, down 16.52%, and a net profit of 12.20 million, down 13.07% [3][5]. - Mingpai Jewelry had revenue of 19.39 million, down 20.31%, and a net loss of 0.78 million, down 646.62% [3][4]. - Xinhua Jin's revenue was 6.69 million, down 24.92%, with a net profit of 0.13 million, down 39.45% [3][4]. Group 4: Challenges Faced by Companies - Laofengxiang faced significant pressure, with a reduction of 279 franchise stores in the first half of 2025 [5]. - Feiya's two main business segments saw declines, with its watch service business revenue down 11.9% and its own watch brand revenue down 18.07% [5]. - China Gold closed 593 franchise stores during the reporting period, indicating operational challenges [6][7].

Core Viewpoint - The gold and jewelry industry experienced a mixed performance in the first half of 2025, with upstream mining companies benefiting from rising gold prices, while downstream consumption faced pressure due to the same price increases [1]. Group 1: Performance Overview - Among the 12 selected jewelry companies, only 6 achieved both revenue and net profit growth, 1 company saw revenue growth without profit increase, and 5 companies experienced declines in both metrics [1]. - The companies with both revenue and net profit growth include Caibai Co., Mankalon, Chaohongji, Cuihua Jewelry, Ruibeka, and Dia Co. [1]. Group 2: Companies with Revenue and Profit Growth - Caibai Co. reported revenue of 152.48 million, a year-on-year increase of 38.75%, and a net profit of 4.59 million, up 14.75% [2]. - Mankalon achieved revenue of 15.56 million, a 26.79% increase, with a net profit of 0.77 million, up 35.18% [2]. - Chaohongji's revenue reached 41.02 million, growing by 19.54%, and net profit was 3.31 million, an increase of 44.34% [2]. - Cuihua Jewelry reported revenue of 22.43 million, a 7.08% increase, and net profit of 1.11 million, up 34.40% [2]. - Ruibeka had revenue of 5.98 million, a 4.20% increase, with a net profit of 0.09 million, up 15.31% [2]. - Dia Co. reported revenue of 7.86 million, a slight increase of 0.97%, and a net profit of 0.76 million, a significant rise of 131.61% [2]. Group 3: Companies with Revenue and Profit Decline - Five companies reported declines in both revenue and net profit: China Gold, Fiyada, Laofengxiang, Mingpai Jewelry, and Xinhua Jin [3]. - China Gold's revenue was 310.98 million, down 11.54%, with a net profit of 3.19 million, a decrease of 46.35% [3]. - Fiyada's revenue fell to 17.84 million, down 14.08%, and net profit dropped to 0.82 million, down 43.97% [3]. - Laofengxiang reported revenue of 333.56 million, a decline of 16.52%, with net profit at 12.20 million, down 13.07% [3]. - Mingpai Jewelry had revenue of 19.39 million, down 20.31%, and a net loss of 0.78 million, a drastic decline of 646.62% [3]. - Xinhua Jin's revenue was 6.69 million, down 24.92%, with net profit at 0.13 million, down 39.45% [3]. Group 4: Company-Specific Challenges - Laofengxiang faced significant pressure, with a revenue drop to 66.03 million, down 16.52%, and a net profit decline of 13.07% to 12.20 million, alongside a reduction of 279 franchise stores [5]. - Fiyada's revenue and profit both declined, with revenue at 17.84 million, down 14.08%, and net profit at 0.82 million, down 43.97%, attributed to weak high-end consumption and rising channel costs [5]. - China Gold's performance was similarly affected, with revenue down 11.54% to 310.98 million and net profit down 46.35% to 3.19 million, alongside the closure of 593 franchise stores [6].