| | | | | | 年 2024 | 2024 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 占用方 | | 2024 年 | 半年度 | 年半年 | 2024 年 | 2024 年 | | | | 非经营性 | | 与上市 | 上市公司核 | 期初占 | 占用累 | 度占用 | 半年度 | 半年度 | 占用形成原 | | | 资金占用 | 资金占用方名称 | 公司的 | 算的会计科 | 用资金 | 计发生 | 资金的 | 偿还累 | 期末占 | 因 | 占用性质 | | | | 关联关 | 目 | | 金额 | 利息 | 计发生 | 用资金 | | | | | | | | 余额 | | （如 | | | | | | | | 系 | | | （不含 | | 金额 | 余额 | | | | | | | | | 利息） | 有） | | | | | | 控股股东、 | | | | | | | | | | | | 实 际 控 制 | | | | | | | | | | | | 人 及 其 附 ...

Financial Performance Expectations - The company expects a net profit loss of 32 million yuan for the first half of 2024, a decline of 128.98% to 145.29% compared to the same period last year, which reported a profit of 110.4 million yuan [3]. - The expected non-recurring gains and losses will negatively impact net profit by approximately 98 million to 108 million yuan, a significant decrease from the previous year's 70.03 million yuan [5]. - The company's net profit after deducting non-recurring gains is expected to increase by 43.67% to 63.48% compared to the same period last year [3]. - The basic earnings per share is projected to be a loss of 0.0384 yuan, compared to a profit of 0.1324 yuan per share in the previous year [3]. Operational Insights - The increase in operating income for the first half of 2024 is the primary reason for the rise in net profit after deducting non-recurring gains [5]. Financial Reporting and Caution - The financial data provided is preliminary and has not been audited by an accounting firm, with final figures to be disclosed in the 2024 semi-annual report [6]. - The company emphasizes the importance of cautious investment decisions due to the preliminary nature of the financial forecast [6].

Group 1: Business Overview - The company operates in three main business segments: electric information collection systems, smart electricity cloud services, and power cabinets [2] - Electric information collection systems include master station systems, special transformer terminals, concentrators, and collectors, primarily serving State Grid Corporation of China and China Southern Power Grid [2] - Smart electricity cloud services provide low-cost construction of electricity monitoring and management systems for various electricity enterprises, utilizing big data for value-added services [2] Group 2: Demand Response and Virtual Power Plants - Some functionalities of the electric information collection systems can be applied to virtual power plants, with the company having rich experience in demand response [3] - The smart electricity cloud platform offers comprehensive data and technical support for users participating in demand response, ensuring efficient load management during power restrictions [3] Group 3: Business Model and Market Opportunities - The smart electricity cloud service model allows users to access services without purchasing equipment, paying only for service fees while the company provides installation and maintenance [3] - The company is actively monitoring electricity market reforms to seek new market opportunities [3]

证券代码：002546 证券简称：新联电子 公告编号：2024－020 南京新联电子股份有限公司 2023 年年度权益分派实施公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 南京新联电子股份有限公司（以下简称"本公司"或"公司"）2023 年年 度权益分派方案已获 2024 年 5 月 9 日召开的 2023 年度股东大会审议通过，现将 权益分派事宜公告如下： 3、本次实施的分配方案与公司 2023 年度股东大会审议通过的分配方案一致。 4、本次实施分配方案距离股东大会审议通过的时间未超过两个月。 二、权益分派方案 本公司 2023 年年度权益分派方案为：以公司现有总股本 834,049,096 股为 基数，向全体股东每 10 股派 1.200000 元人民币现金（含税；扣税后，通过深股 通持有股份的香港市场投资者、QFII、RQFII 以及持有首发前限售股的个人和证 券投资基金每 10 股派 1.080000 元；持有首发后限售股、股权激励限售股及无限 售流通股的个人股息红利税实行差别化税率征收，本公司暂不扣缴个人所得税， 待个人转让股票时，根据其持股 ...

江苏融鼎律师事务所 关于南京新联电子股份有限公司 2023年度股东大会的 电 话 ： 025-83345200 江苏融鼎律师事务所 法律意见书 江苏融鼎律师事务所 关于南京新联电子股份有限公司 2023年度股东大会的 法律意见书 江苏融鼎律师事务所 中 国 •南 京 •建 邺 区 泰 山 路 157号 15楼 邮 编 210019 致:南京新联电子股份有限公司 江苏融鼎律师事务所(以下简称"本所")接受南京新联电子股份有限公司(以 下简称"公司")的委托，指派李春香律师、韦东律师出席并见证公司召开的 2023 年度股东大会（以下简称"本次股东大会"）。本所律师依据《中华人民共和国 公司法》、《中华人民共和国证券法》、《上市公司股东大会规则》等有关法律、 法规和规范性文件以及《南京新联电子股份有限公司章程》(以下简称"《公司 章程》")的规定，就公司本次股东大会的召集和召开程序、出席会议人员资格、 召集人资格、表决程序及表决结果的合法性等相关事宜出具法律意见书。 为出具本法律意见书，本所律师出席并见证了本次股东大会，对本次股东 大会所涉及的有关事项进行了审查，查阅了相关会议文件，并对有关问题进行 了必要的核查和 ...

证券代码：002546 证券简称：新联电子 公告编号：2024－019 南京新联电子股份有限公司 其中，通过深圳证券交易所交易系统进行投票的具体时间：2024 年 5 月 9 日 上午 9:15—9:25,9:30－11:30，下午 13:00－15:00；通过深圳证券交易所互联 网投票系统投票的具体时间：2024 年 5 月 9 日 9:15-15:00 期间的任意时间。 2、股权登记日：2024 年 4 月 30 日（星期二） 2023年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 重要提示： 1.本次股东大会未出现否决议案的情形； 2.本次股东大会未涉及变更以往股东大会已通过的决议。 一、会议召开情况 1、会议召开时间 现场会议时间：2024 年 5 月 9 日（星期四）下午 14:30 网络投票时间：2024 年 5 月 9 日 3、会议召开地点 现场会议地点：南京市江宁经济技术开发区家园中路 28 号公司会议室 网络投票平台：深圳证券交易所交易系统和互联网投票系统 4、会议召开方式：现场表决和网络投票相结合的方式 5、会议召集人 ...

Financial Performance - Operating revenue for 2023 was approximately ¥618.50 million, a slight decrease of 0.35% from 2022[13] - Net profit attributable to shareholders for 2023 was approximately ¥61.91 million, representing a significant increase of 454.57% compared to 2022[13] - Basic earnings per share for 2023 increased to ¥0.07, a 600% rise compared to ¥0.01 in 2022[13] - The company reported a net cash flow from operating activities of approximately -¥5.82 million, a decline of 105.15% from the previous year[13] - The weighted average return on net assets for 2023 was 1.96%, an increase of 1.61 percentage points from 2022[13] - The net profit attributable to shareholders decreased significantly from $84.45 million in Q1 to a loss of $50.67 million in Q4, indicating a challenging financial year[15] - The company reported a decrease in net profit excluding non-recurring items in Q4 to $14.53 million, down from $37.86 million in Q3, highlighting volatility in earnings[15] Customer and Market Development - The number of customers for the smart electricity cloud service platform reached over 14,100 by the end of the reporting period[10] - The company is actively expanding its market applications for smart electricity cloud services, particularly in the environmental monitoring sector[10] - The company plans to continue expanding its market presence and investing in new technologies to enhance its competitive edge in the industry[22] - The number of ordinary shareholders increased to 56,635 by the end of the reporting period, indicating growing investor interest[16] Product Development and Innovation - The company plans to enhance its product offerings in response to the new energy load management system requirements, aiming for a load control capability of over 20% by 2025[7] - The company has launched new products including a user-side management system integration platform and a smart energy unit, which have received positive feedback in pilot promotions[7] Cash Flow and Financial Stability - The operating cash flow showed a notable recovery in Q4 with a net cash flow of $83.22 million, contrasting with negative cash flows in Q2 and Q3[15] Shareholder Structure - The largest shareholder, Nanjing Xinlian Chuangye Garden Management Co., Ltd., holds a 37.33% stake in the company, indicating strong control over corporate decisions[16] - The top ten shareholders include both domestic and foreign entities, with significant stakes held by individuals and institutions, reflecting a diverse ownership structure[16] - The company has not reported any preferred shareholders during the reporting period, focusing solely on ordinary equity[21] Contracts and Procurement - The company secured contracts with the State Grid Corporation, with a total bid amount of approximately $21.18 million for two procurement projects during the reporting period[23] Revenue Trends - In Q1 2023, the company's revenue was approximately $113.25 million, which increased to $171.88 million in Q3 before slightly declining to $167.85 million in Q4[15]

Financial Performance - The company's operating revenue for Q1 2024 was ¥158,906,086.12, representing a 40.31% increase compared to ¥113,250,245.83 in the same period last year[4] - The net profit attributable to shareholders was -¥16,703,422.82, a decrease of 119.78% from ¥84,445,556.41 in the previous year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥29,754,450.83, an increase of 100.79% from ¥14,818,848.52 year-on-year[4] - The net profit for Q1 2024 was a loss of ¥17,482,993.78, contrasting sharply with a profit of ¥84,108,548.37 in Q1 2023, indicating a decline of 120.7%[21] - The company reported a gross profit margin of approximately 20.0% for Q1 2024, down from 27.0% in the previous year[20] Cash Flow - The net cash flow from operating activities was ¥17,894,998.45, up 5.86% from ¥16,904,705.50 in the previous year[4] - Cash flow from operating activities was ¥166,483,864.80, a modest increase from ¥160,406,505.28 in the same quarter last year[23] - The cash inflow from operating activities totaled ¥170,220,786.32, compared to ¥164,632,219.84 in the same period last year, marking an increase of approximately 3.6%[24] - Cash outflow from operating activities was ¥152,325,787.87, up from ¥147,727,514.34, representing an increase of about 3.6%[24] - The net cash flow from investment activities was -¥230,414,692.16, worsening from -¥103,979,703.55 year-over-year[24] - The net cash flow from financing activities was -¥221,437.50, slightly worse than -¥217,205.01 in Q1 2023[25] Assets and Liabilities - Total assets at the end of the reporting period were ¥3,450,136,741.76, a decrease of 3.11% from ¥3,561,031,324.61 at the end of the previous year[4] - The company's total liabilities decreased to ¥271,380,579.35 from ¥363,633,344.23 year-over-year, showing a reduction of 25.4%[21] - The total equity attributable to shareholders was ¥3,142,945,595.31, down from ¥3,160,807,842.32 in the previous year, a decline of 0.6%[21] - The company's cash and cash equivalents decreased by 57.43% to ¥154,702,314.08 due to investments in financial products during the reporting period[8] - The total current assets amounted to 3,037,985,353.65, down from 3,148,270,510.82 in the previous period[16] Investment and Income - The company's investment income showed a substantial decline of 212.99%, resulting in a loss of ¥23,666,623.49 compared to a gain of ¥20,946,387.87 in the previous year[9] - Investment income cash received decreased by 83.29% to 5,483,375.63, primarily due to reduced returns from financial products[10] - The company reported a significant increase in government subsidies recognized during the period, totaling ¥758,571.25, which positively impacted operating income[5] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 56,268, with no preferred shareholders having restored voting rights[11] - The largest shareholder, Nanjing Xilian Chuangye Park Management Co., Ltd., holds 37.33% of the shares, totaling 311,368,918 shares[12] Other Information - The company has been re-certified as a high-tech enterprise, with the certificate number GR202332007062[13] - The first quarter report was not audited, which may affect the reliability of the financial data presented[26]

Financial Performance - The company's operating revenue for 2023 was CNY 618,497,491.54, a decrease of 0.35% compared to CNY 620,691,262.12 in 2022[22]. - Net profit attributable to shareholders for 2023 was CNY 61,907,212.88, representing a significant increase of 454.57% from CNY 11,163,126.20 in 2022[22]. - The basic earnings per share for 2023 was CNY 0.07, a 600% increase compared to CNY 0.01 in 2022[22]. - The total assets at the end of 2023 were CNY 3,561,031,324.61, a decrease of 1.75% from CNY 3,624,327,887.76 at the end of 2022[22]. - The net cash flow from operating activities for 2023 was negative CNY 5,820,525.60, a decline of 105.15% compared to CNY 112,939,625.75 in 2022[22]. - The net profit after deducting non-recurring gains and losses for 2023 was CNY 92,759,673.36, a decrease of 6.11% from CNY 98,798,624.29 in 2022[22]. - The weighted average return on equity for 2023 was 1.96%, an increase of 1.61 percentage points from 0.35% in 2022[22]. - The company's net assets attributable to shareholders at the end of 2023 were CNY 3,160,807,842.32, a decrease of 0.92% from CNY 3,190,249,363.13 at the end of 2022[22]. Cash Flow and Investments - The company invested CNY 52,302,331.01 in R&D in 2023, an increase of 11.39% compared to the previous year[61]. - Investment activities generated a net cash inflow of ¥121,375,623.67 in 2023, a significant increase of 2,253.66% from -¥5,635,796.96 in 2022[80]. - Cash and cash equivalents increased by 191.55% to ¥18,645,392.98 in 2023 from ¥6,395,232.01 in 2022[80]. - The company has not engaged in significant equity investments during the reporting period[89]. - The company has established a securities investment management system to control risks associated with fluctuations in the fair value of its financial assets[124]. Market and Product Development - The company is focusing on expanding its business in demand-side management services, aligning with national energy efficiency service initiatives[41]. - The company has launched new products and services in response to the market opportunity presented by the new power load management system, including a user-side management system integration platform and smart energy units, which have received positive feedback in pilot promotions[42]. - The company is actively developing new products related to the new power system to seize industry opportunities[155]. - The company aims to optimize air conditioning load management to reduce energy consumption significantly during peak load periods, enhancing grid stability[113]. - The company plans to invest more resources into new business scenarios aligned with national dual carbon goals and new power load management systems, establishing benchmark projects to create demonstration effects[117]. Risk Management - The company has indicated potential risks in its future operations as outlined in the management discussion section of the report[5]. - The company acknowledges potential risks including policy changes affecting the power industry and plans to adjust product structures and enhance new product development accordingly[119]. - The company is addressing human resource risks by enhancing its talent recruitment and retention strategies to support business development needs[121]. - The company is aware of investment project implementation risks and will closely monitor national policies and market dynamics to mitigate potential impacts[123]. Corporate Governance - The company has established a governance structure that complies with relevant laws and regulations, ensuring a standardized operation[130]. - The board of directors consists of seven members, including three independent directors, meeting legal requirements[131]. - The company maintains complete independence from its controlling shareholder in terms of business, assets, personnel, and finance[134]. - The company has an independent financial accounting department and internal audit team, ensuring proper financial management[135]. - The company emphasizes investor relations management, providing multiple channels for investor communication[131]. Employee and Management Structure - The company reported a total of 706 employees at the end of the reporting period, with 226 in the parent company and 480 in major subsidiaries[157]. - The company has established a comprehensive internal training mechanism, with annual training plans covering various aspects such as production, management, and sales[160]. - The company has adopted a performance-based salary system to enhance employee motivation and attract external talent[159]. - The company’s management team includes individuals with extensive experience in various roles within the organization[146]. Environmental and Social Responsibility - The company has received no administrative penalties for environmental issues during the reporting period[174]. - The company has implemented measures to comply with environmental protection laws and has obtained ISO14001 certification[174]. - The company has committed to distributing at least 10% of its annual distributable profits in cash to shareholders over the next three years[181]. Shareholder Information - The company distributed a cash dividend of 1.20 RMB per 10 shares, totaling 100,085,891.52 RMB, based on a total share capital of 834,049,096 shares[161]. - The cash dividend represents 100% of the distributable profit of RMB 740,877,582.09 for the reporting period[168]. - The company has a clear and complete cash dividend policy, adhering to relevant regulations and ensuring transparency in decision-making[162].

南京新联电子股份有限公司 审计委员会年报工作规程 第一条 为进一步完善公司治理机制，提高公司规范运作水平，充分发 挥董事会审计委员会在年报编制中的作用，根据《深圳证券交易所股票上市规 则》《深圳证券交易所上市公司自律监管指引第1号——主板上市公司规范运 作》等相关法律法规以及《公司章程》、《董事会专门委员会工作细则》的有 关规定，结合公司年度报告编制和披露工作的实际情况，特制定本规程。 第二条 审计委员会委员应在公司年报编制和披露过程中，认真履行责 任和义务，勤勉尽责地开展工作，维护公司整体利益。 第十一条 公司指定董事会秘书负责协调审计委员会与会计师事务所以及 公司管理层的沟通，公司有关人员应当积极配合，为审计委员会履行上述职责 创造必要条件。 第十二条 在年度报告编制和审议期间，审计委员会委员负有保密义 务。在年度报告披露前，严防泄露内幕信息或利用内幕信息交易等违法违规行 为发生。 第四条 审计委员会应与公司财务负责人、年报审计签字注册会计师协 商确定年度财务报告审计工作的时间安排。 第五条 审计委员会应在年审会计师事务所正式审计前审阅公司编制的 财务会计报表，形成书面意见。 第六条 审计委员会应在年审会 ...