证券代码：002388 证券简称：新亚制程 公告编号：2023-126 新亚制程（浙江）股份有限公司 关于为子公司申请银行授信提供担保的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，并对公告中的 虚假记载、误导性陈述或者重大遗漏承担责任。 特别提示： 新亚制程（浙江）股份有限公司（以下简称"公司"或"本公司"）本次担 保事项是公司对合并报表范围内的下属子公司进行的担保，本次被担保对象资产 负债率超过 70%。本担保事项主要用于上述公司向银行授信或满足其业务发展需 要，风险可控，敬请投资者充分关注担保风险。 一、 担保情况概述 （一）本次担保基本情况 近期，为满足日常经营发展需要，深圳市亚美斯通电子有限公司（以下简称 "亚美斯通"）向交通银行股份有限公司深圳分行申请申请了人民币 1000 万元的 授信额度，公司为控股子公司亚美斯通上述授信提供连带责任保证。 住所：深圳市福田区梅林街道梅都社区中康路 128 号卓越梅林中心广场（北 区）1 号楼 302 （二）审议情况 1、公司于 2023 年 4 月 26 日、2023 年 5 月 26 日分别召开了第六届董事会 第五次会议、2022 年度股东大会， ...

证券代码：002388 证券简称：新亚制程 公告编号：2023-125 新亚制程（浙江）股份有限公司 关于公司及相关当事人收到《行政处罚事先告知书》的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，并对公告中的虚 假记载、误导性陈述或者重大遗漏承担责任。 一、基本情况 新亚制程（浙江）股份有限公司（以下简称"公司"）于 2023 年 5 月 30 日 收到中国证券监督管理委员会(以下简称"中国证监会")《立案告知书》(编号： 证监立案字 0062023007 号)，因公司涉嫌信息披露违法违规，中国证监会对公司 进行立案调查。具体内容详见公司于指定信息披露媒体披露的相关公告(公告编号 2023-106)。 2023 年 8 月 8 日，公司收到中国证监会广东证监局下发的《行政处罚事先告 知书》（广东证监处罚字〔2023〕14 号）。此次《行政处罚事先告知书》涉及的 违规事项发生在原实际控制人控制公司期间。前述事项发生后，公司已于 2023 年 2 月发生实际控制人变更。现将相关内容公告如下： 贸易有限公司、深圳市亿众鑫达贸易有限公司(以下简称亿众鑫达)等公司，徐琦 和上述公司均构成新亚制程的关联方。其 ...

Financial Performance - The company's operating revenue for 2022 was CNY 1,807,385,360.93, a decrease of 21.44% compared to CNY 2,300,718,895.68 in 2021[22]. - The net profit attributable to shareholders for 2022 was CNY 24,506,420.19, down 59.44% from CNY 60,414,537.17 in the previous year[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 14,658,262.96, a decline of 75.07% from CNY 58,798,701.99 in 2021[22]. - The cash flow from operating activities for 2022 was CNY 13,738,562.40, a significant improvement from a negative cash flow of CNY -132,390,783.24 in 2021, marking a 110.38% increase[22]. - The basic earnings per share for 2022 was CNY 0.05, down 58.33% from CNY 0.12 in 2021[22]. - Total assets at the end of 2022 were CNY 2,540,203,875.92, an increase of 13.31% from CNY 2,241,815,809.68 at the end of 2021[22]. - The net assets attributable to shareholders at the end of 2022 were CNY 1,450,543,202.75, reflecting a 1.85% increase from CNY 1,424,208,820.56 at the end of 2021[22]. - The company reported a quarterly revenue of CNY 497,740,642.45 in Q4 2022, with a net profit attributable to shareholders of CNY -3,930,457.32 for the same quarter[27]. - In 2022, the company's total revenue reached 9,848.16 million, a significant increase from 1,615.84 million in 2021[29]. - The company reported a government subsidy of 3,532.10 million in 2022, up from 1,488.00 million in 2021, indicating a strong reliance on government support[28]. Shareholder and Governance - The company reported a plan not to distribute cash dividends, issue bonus shares, or increase share capital from reserves[5]. - The company has established an internal audit system to supervise daily operations and major related transactions[125]. - The company has identified and rectified internal control deficiencies related to unauthorized related party transactions[126]. - The board of directors has set up four specialized committees: Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee[121]. - The company maintains independence from its controlling shareholder in business, personnel, assets, organization, and finance[127]. - The company has a dedicated board secretary responsible for investor relations management[124]. - The company ensures timely and accurate information disclosure through designated media outlets[123]. - The independent directors play a crucial role in safeguarding the interests of minority shareholders[121]. - The company has established a remuneration committee to ensure fair compensation practices[160]. - The company has a commitment to maintaining transparency in its shareholder structure, as evidenced by the detailed reporting of shareholdings and changes[131]. Market Position and Strategy - The company has established a strong customer base, including major clients like Huawei, OPPO, and BYD, enhancing its market position in the electronic process industry[36]. - The company is strategically positioned to tap into growth opportunities in the photovoltaic and new energy sectors, leveraging its accumulated experience in consumer electronics[40]. - The company is focusing on expanding its product offerings into new markets such as electric vehicles, photovoltaic power stations, and energy storage battery systems[100]. - The company aims to enhance collaboration with major clients in the battery sector to strengthen confidence in its electrolyte business[104]. - The company is actively monitoring market trends to adapt its strategies accordingly and capitalize on emerging opportunities[134]. Research and Development - The R&D team is dedicated to developing new products and upgrading existing ones, with a focus on the innovative application of electronic glue in the new energy sector[47]. - The company has developed a new UV curing ITO protective adhesive, which has passed acceptance and is expected to enhance product performance and sustainability[79]. - The lightweight low-viscosity high thermal conductivity silicone adhesive has been trial-produced, aiming to meet the lightweight application trend in the end market[79]. - The dual-component polyurethane thermal conductive adhesive has achieved a shear strength of over 8 MPa and a thermal conductivity of over 1.2 W/m·k, enhancing product performance for new energy vehicles[79]. - The company is focusing on the development of new products such as Mini LED packaging glue, electric vehicle adhesives, and GaN fast charging thermal conductive silicone, targeting high-growth sectors like new energy vehicles and photovoltaic systems[48]. Risk Management - The company has detailed potential risk factors and countermeasures in the annual report, emphasizing the importance of investor awareness regarding investment risks[4]. - The company faces high industry dependency risks, primarily relying on the electronics processing industry, and aims to diversify its business into sectors like new energy vehicles and photovoltaic power stations[109]. - The company acknowledges the risk of underperformance in new business ventures and plans to enhance core technical capabilities through talent acquisition and strategic partnerships[110]. - The company is managing risks associated with large accounts receivable by focusing on long-term, creditworthy clients and enhancing internal control mechanisms[112]. - The company is aware of potential fluctuations in gross profit margins due to various factors and is committed to improving operational efficiency and accelerating product innovation[113]. Compliance and Regulatory Issues - The company received regulatory penalties from the Guangdong Securities Regulatory Bureau on December 27, 2022, for failing to disclose related party fund occupation and not following approval procedures[148]. - The company was found to have inappropriate revenue recognition methods that did not comply with the accounting standards[149]. - The annual report contained inaccurate and incomplete business operation information, violating disclosure regulations[149]. - The company has faced administrative regulatory measures requiring corrective actions from its former controlling shareholder and actual controller[149]. - The company has a history of compliance issues, as indicated by the warnings issued to several key executives[149]. Employee and Talent Management - The company has established a training system focusing on product knowledge, corporate culture, and professional skills, emphasizing the training of core management and technical personnel[166]. - The company has 7 employees with a master's degree or above, 66 with a bachelor's degree, and 351 with a college diploma[164]. - The company has revised its performance management and compensation policies to attract and retain talent, ensuring competitive salary levels[165]. - The company emphasizes internal training supplemented by external training to enhance the skills and professional qualities of its employees[166]. - The company has implemented a stock incentive plan and an employee stock ownership plan to enhance corporate governance and motivate employees[169]. Corporate Social Responsibility - The company is actively involved in public welfare activities and adheres to its tax obligations, contributing to the overall social responsibility[192]. - The company strictly adheres to environmental laws and promotes green development, ensuring compliance with the Environmental Protection Law of the People's Republic of China[191]. - The company has implemented a health and safety management system, conducting annual health check-ups for all employees and investing in safety production[192].

证券代码：002388 证券简称：新亚制程 新亚制程（浙江）股份有限公司 投资者关系活动记录表 | --- | --- | --- | |----------------|----------------------------------|------------------------------------------------------------| | 投资者关系活动 | □ 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 | √ 业绩说明会 | | | □ 新闻发布会 □ | 路演活动 | | | □ 现场参观 | | | | □ 其他 | | | 参与单位名称及 | 线上参加公司 2022 | 年度网上业绩说明会的投资者 | | 人员姓名 | | | | 时间 | 2023 年 5 月 19 日 | 15:00-16:30 | | 地点 | http://rs.p5w.net/c/002388.shtml | | | 上市公司接待人 | 1、总经理王伟华 | | | 员姓名 | 2、财务总监陈多佳 | | | | 3、独立董事翟志胜 | | | | 4、董事会秘书伍娜 | ...

Financial Performance - The company's revenue for Q1 2023 was ¥465,302,358.12, representing a 16.26% increase compared to ¥400,235,492.80 in the same period last year[5] - Net profit attributable to shareholders increased by 67.00% to ¥9,912,005.92 from ¥5,935,462.19 year-on-year[5] - The total operating revenue for Q1 2023 was CNY 465,302,358.12, an increase of 16.3% compared to CNY 400,235,492.80 in the same period last year[20] - The net profit for Q1 2023 was CNY 657,691.43, a decrease of 89.0% compared to CNY 6,017,394.71 in Q1 2022[21] - Operating profit for Q1 2023 was CNY 6,818,810.45, down 32.5% from CNY 10,060,092.57 in the same period last year[21] - The company reported a total comprehensive income of CNY 657,691.43 for Q1 2023, compared to CNY 6,017,394.71 in Q1 2022, reflecting a decline of 89.0%[22] - Basic and diluted earnings per share for Q1 2023 were both CNY 0.0195, an increase from CNY 0.0118 in Q1 2022[22] Cash Flow and Liquidity - The net cash flow from operating activities improved significantly to ¥126,453,435.09, a 165.02% increase from a negative cash flow of ¥194,474,225.76 in the previous year[5] - Cash and cash equivalents decreased to CNY 447,406,983.33 from CNY 657,401,032.29, representing a decline of 32%[16] - The cash flow from operating activities showed a net inflow of CNY 126,453,435.09, a recovery from a net outflow of CNY -194,474,225.76 in the previous year[23] - The cash and cash equivalents at the end of Q1 2023 were CNY 425,801,256.98, down from CNY 843,449,830.63 at the end of Q1 2022[25] - The company incurred a net cash outflow from investing activities of CNY -239,909,729.34, compared to CNY -116,196,936.96 in the previous year[25] - Cash inflow from financing activities was CNY 251,000,000.00, while cash outflow was CNY 344,670,244.00, resulting in a net cash outflow of CNY -93,670,244.00 for Q1 2023[25] Assets and Liabilities - Total assets at the end of the reporting period reached ¥3,520,657,017.15, up 38.60% from ¥2,540,203,875.92 at the end of the previous year[5] - Total liabilities increased to CNY 1,690,520,605.38 from CNY 1,075,536,534.26, which is an increase of 57.2%[18] - The company’s cash and cash equivalents decreased by 32% to ¥447,406,983.33, primarily due to cash outflows related to the acquisition[7] - Accounts receivable surged by 137% to ¥1,079,745,730.94, attributed to the expanded consolidation scope from the acquisition[7] - The company’s total liabilities increased significantly, with other payables rising by 2028% to ¥435,458,025.70, mainly due to the acquisition-related payments[7] Research and Development - The company’s R&D expenses rose by 103% to ¥4,778,114.84, reflecting increased investment in innovation following the acquisition[7] - Research and development expenses for Q1 2023 were CNY 4,778,114.84, significantly higher than CNY 2,352,870.87 in the previous year, indicating an increase of 103.5%[20] Shareholder Information - The total number of common shareholders at the end of the reporting period is 29,692[8] - The largest shareholder, Quzhou Baoxin Central Enterprise Management Partnership, holds 45,695,259 shares, accounting for 9.00% of total shares[8] - Shenzhen Xinlida Electronics Group Co., Ltd. is the second-largest shareholder with 43,041,363 shares, representing 8.48%[8] - Zhuhai Gree Equity Investment Fund Management Co., Ltd. holds 40,011,310 shares, which is 7.88% of the total[8] - The top ten shareholders include several financial investors who do not participate in daily management[11] - The total number of shares held by the top ten shareholders is significant, with the largest holding nearly 10% of the total shares[8] - The company has a total of 0 preferred shareholders with voting rights restored[10] Corporate Governance and Control - The company has undergone a change in control, with Quzhou Baoxin becoming the largest shareholder and Wang Weihua as the actual controller[11] - The report indicates that the company is in a transition phase with new governance structures following the change in control[11] - The company plans to conduct a non-public offering of A-shares in 2023[12] - The company plans to strengthen its control through a non-public offering of A-shares at a price of CNY 6.18 per share, aiming to raise up to CNY 94,000,000[13] Acquisition Impact - The company reported a 5765% increase in goodwill to ¥331,806,438.01 due to the acquisition of New Asia Shanshan[7] - The company completed the acquisition of 51% equity in Xin Ya Shanshan New Materials Technology (Quzhou) Co., Ltd. on February 17, 2023, enhancing its capabilities in lithium-ion battery electrolyte and lithium hexafluorophosphate production[14]

Financial Performance - The company's operating revenue for 2022 was ¥1,807,385,360.93, a decrease of 21.44% compared to ¥2,300,718,895.68 in 2021[22]. - The net profit attributable to shareholders for 2022 was ¥24,506,420.19, down 59.44% from ¥60,414,537.17 in 2021[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥14,658,262.96, a decline of 75.07% from ¥58,798,701.99 in 2021[22]. - The cash flow from operating activities showed a net inflow of ¥13,738,562.40, a significant improvement from a net outflow of ¥132,390,783.24 in 2021, marking a 110.38% increase[22]. - The total assets at the end of 2022 were ¥2,540,203,875.92, reflecting a 13.31% increase from ¥2,241,815,809.68 at the end of 2021[22]. - The net assets attributable to shareholders at the end of 2022 were ¥1,450,543,202.75, a slight increase of 1.85% from ¥1,424,208,820.56 at the end of 2021[22]. - The basic earnings per share for 2022 were ¥0.05, down 58.33% from ¥0.12 in 2021[22]. - The weighted average return on equity for 2022 was 1.71%, a decrease of 3.22% from 4.93% in 2021[22]. - The company reported a net profit of RMB -4,652,513.48 for the year 2022, indicating a loss[167]. Shareholder and Governance Matters - The company reported a plan not to distribute cash dividends, issue bonus shares, or increase share capital from reserves[5]. - The board of directors proposed not to distribute cash dividends for the year 2022, citing the need for capital reserves for future development[167]. - The company has established a remuneration management system that aligns with industry standards and company performance[149]. - The board of directors held a total of 6 meetings during the reporting period, with all members present at least 4 times[154]. - The company has established a complete and independent supply, production, and sales system, ensuring no reliance on shareholders or related parties[126]. - The company has a well-established organizational structure that operates independently without subordination to controlling shareholders[127]. - The company has a strategic committee that reviews and provides insights on industry challenges and long-term development strategies[161]. - The company has established a governance structure with a board of directors and various committees to oversee different operational areas, enhancing internal control effectiveness[180]. Market and Industry Position - The company has established partnerships with major clients such as Huawei, OPPO, and BYD, enhancing its market position in the electronic process service sector[37]. - The electronic process industry accounted for 85.36% of total revenue, generating ¥1,542,815,578.94, down 22.31% year-over-year[67]. - The company is focusing on deepening its electronic glue business and expanding into the new energy supply chain[62]. - The company aims to enhance its lithium battery electrolyte business, targeting a product structure optimization with a current shipment ratio of 40% for energy storage, 40% for digital, and 20% for power electrolytes[104]. - The company is exploring potential mergers and acquisitions to enhance its product offerings and market reach[143]. Risk Management - The company has detailed potential risk factors and countermeasures in the annual report, emphasizing the importance of investor awareness regarding investment risks[4]. - The company faces risks related to high industry dependency and potential underperformance in new business ventures, which it plans to mitigate through diversification and strategic partnerships[109][110]. - The company faces high customer concentration risk, relying heavily on major clients, which could adversely impact performance if orders decrease or prices are lowered[111]. - The company has identified issues with related party transactions that were not disclosed, which indicated a failure in internal controls to prevent unauthorized transactions[187]. Research and Development - Continuous investment in R&D focuses on market-driven product development, ensuring the company remains competitive in the chemical materials sector[47]. - The company is actively developing new products such as Mini LED packaging glue and adhesives for hydrogen fuel cell bipolar plates, enhancing its product portfolio[49]. - The company invested in R&D projects aimed at enhancing product performance, including UV curing ITO moisture-proof insulation and low-density thermal conductive materials[81]. - R&D investment decreased by 14.78% to ¥12,570,933.70 in 2022 from ¥14,751,061.18 in 2021, while the R&D investment as a percentage of operating revenue increased to 0.70% from 0.64%[83]. Operational Changes - The company has undergone changes in its registered address and name, reflecting its strategic adjustments and operational focus[17]. - The company has implemented an automated packaging line, reducing labor in the packaging workshop by 30% and significantly improving production efficiency[39]. - The company has established multiple wholly-owned subsidiaries and joint ventures to enhance its operational capabilities and market reach[13]. - The company has implemented a flexible management model for logistics, improving efficiency and customer satisfaction across various regions[58]. Compliance and Regulatory Matters - The company received regulatory penalties from the Guangdong Securities Regulatory Bureau for improper fund usage and inadequate disclosure, leading to corrective measures against the company and warnings issued to several executives[146]. - The company is focusing on improving compliance and governance practices in response to regulatory scrutiny[146]. - The internal control audit report confirmed that the company maintained effective financial reporting internal controls as of December 31, 2022[186]. - The company has made efforts to rectify internal control deficiencies identified during the reporting period, including changes in the board of directors and management personnel[180]. Employee and Management Changes - The company reported a total of 2 significant deficiencies in financial reporting and 1 significant deficiency in non-financial reporting for the year 2022[185]. - The company appointed Wang Weihua as the new General Manager on January 4, 2023, following the resignation of Hu Dafu due to personal reasons[134]. - The management team has undergone significant changes, which may impact strategic direction and operational efficiency moving forward[134]. - The company has a training program focusing on product knowledge, corporate culture, and professional skills, emphasizing the training of core management and technical personnel[165].

证券代码：002388 证券简称：新亚制程 公告编号：2023-078 一、业绩说明会的安排 1、召开时间：2023 年 5 月 19 日（星期五）15:00-16:30 2、召开方式：网络文字互动 3、出席人员：总经理王伟华女士、独立董事翟志胜先生、财务总监陈多佳 女士、董事会秘书伍娜女士（如有特殊情况，参会人员将可能进行调整） 4、参与方式：投资者可在 2023 年 5 月 19 日 15:00-16:30 登录全景网 https://rs.p5w.net/在线参与本次说明会。 二、征集问题事项 新亚制程（浙江）股份有限公司 关于召开 2022 年度业绩说明会并征集问题的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，不存在虚假记 载、误导性陈述或者重大遗漏。 新亚制程（浙江）股份有限公司（以下简称"公司"）于 2023 年 4 月 28 日 披露《2022 年年度报告全文》及其摘要。为使广大投资者更加全面、深入地了 解公司情况，公司拟于 2023 年 5 月 19 日通过网络文字互动的方式召开 2022 年 度业绩说明会，欢迎广大投资者积极参与。 公司现提前征集业绩说明会投资者问答环节相关问题 ...

关于《对新亚电子制程（广东）股份有限公司的关注函》 的回复意见 亚太(集团)会计师事务所(特殊普通合伙) 关于《对新亚电子制程（广东）股份有限公司的关注函》 的回复意见 深圳证券交易所： 由新亚电子制程（广东）股份有限公司(以下简称"新亚制程")转来的《 关于对新亚电子制程（广东）股份有限公司的关注函》(公司部关注函【2023 】第76号)(以下简称"关注函")收悉。我们已对关注函中需要我们说明的财 务事项进行了审慎核查，现将核查情况汇报如下： 一、请说明相关占用款的具体偿还情况，包括但不限于偿还时间、偿还方式 、偿还明细、偿还完毕的确认依据、会计核算科目及相应会计处理等，是否符合 前期偿还协议约定，相关会计处理是否符合企业会计准则的有关规定。请你公司 独立董事、会计师就上述情况进行核查，并发表明确意见。 （一）相关占用款的具体偿还情况，包括但不限于偿还时间、偿还方式、偿 还明细、偿还完毕的确认依据。 【公司回复】 1、相关占用款的具体偿还情况 根据广东证监局2022年12月26日下发的《关于对深圳市新力达电子集团有限 公司采取责令改正措施并对徐琦采取出具警示函措施的决定》（[2022]190号） （以下简称 ...