Core Viewpoint - The internal control evaluation report of Gongda Electric Sound Co., Ltd. indicates that the company has maintained effective internal controls over financial reporting and has not identified any significant deficiencies in both financial and non-financial reporting as of December 31, 2024 [2][3][16]. Internal Control Evaluation Conclusion - The company has confirmed that there are no significant deficiencies in financial reporting internal controls as of the evaluation report date [2][3]. - Similarly, there are no significant deficiencies identified in non-financial reporting internal controls [2][3]. Internal Control Evaluation Scope - The evaluation covered all major units, businesses, and high-risk areas, with 100% of the total assets and operating income of the company and its subsidiaries included in the evaluation [3][4]. Internal Control Structure - The company has established a governance structure that includes a board of directors, supervisory board, and management team, ensuring clear responsibilities and checks and balances [4][5]. - The board has set up specialized committees, including the audit committee, to enhance governance and decision-making processes [4][5]. Internal Control Mechanisms - The company has implemented strict authorization procedures for the use and storage of cash, ensuring separation of incompatible duties and compliance with relevant regulations [7][8]. - A comprehensive budget and cost control management system is in place to monitor and analyze budget execution, preventing deviations from financial targets [8][9]. Procurement and Sales Controls - The company has established clear procedures for procurement and payment, including supplier qualification assessments and competitive bidding processes to ensure cost-effectiveness and quality [9][10]. - Sales strategies are developed based on industry research, with strict controls over sales processes and revenue recognition to enhance cash flow management [10]. Contract and Risk Management - A robust contract approval system is in place, ensuring proper tracking and management of various contracts [11]. - The company has a unified management system for external guarantees, focusing on risk assessment and compliance with disclosure obligations [12]. Compliance and Ethical Standards - The company is committed to legal compliance and ethical standards, including prohibiting child labor and forced labor, and ensuring a safe working environment for employees [6][7]. - The company emphasizes the importance of corporate culture and employee training to support the internal control system [5].

共达电声股份有限公司 | 编制单位：共达电声股份有限公 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 司 | | | | | | | | | | 单 | | 位：万元 | | | | | | | | | | | | | | | 占用方与上市公司的 | | 上市公司核算的 | 2024 年初占 | | | | 2024 年度 | | 偿还 | 2024 年末占 | 占用形成原 | | | | | | | | | | 非经营性资金占用 | | 资金占用方名称 | | | | | 累计发生金额 | | 用资金的利 | | | 息 | | | | 占用性质 | | | | | | | | | | | 关联关系 | 会计科目 | 用资金余额 | | | | 累计发生金 | | | 额 | 用资金余额 | 因 | | | | | | | | | | | | | | | | (不含利息) | (如有) | | | | | 控股股东、实际控制人 | | | | | | | | | | | ...

证券代码：002655 证券简称：共达电声 公告编号：2025-019 共达电声股份有限公司 关于修改《公司章程》部分条款的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记 载、误导性陈述或者重大遗漏。 共达电声股份有限公司（以下简称"公司" ）第六届董事会第十 次会议于 2025 年 4 月 2 日召开，会议审议通过了《关于修改 <公司章> 程>部分条款的议案》，现将相关情况公告如下： 一、修订内容的具体情况 第八条 总经理为公司的法定代表人。 第八条 公司的法定代表人由代表公司执行事 务的董事担任，董事长为执行事务的董事。 第十三条 经依法登记，公司的经营范围为： 第十三条 经依法登记，公司的经营范围 研发、生产、销售声学元器件，半导体类微机电产 为：一般项目：电子元器件制造；电子元器件 批 品，高精度电子产品模具，电子产品自动化生产设 发；电子元器件零售；敏感元件及传感器制 造； 备，与手机、汽车、电脑相关的电声组件或其他衍 光电子器件制造；光电子器件销售；其他电子 器 生产品，与以上技术、产品相关的解决方案和服务、 件制造；塑料零件及其他塑料制品制造；电子产 进出口业务(不含分 ...

Core Viewpoint - The company has confirmed the execution of its daily related transactions for 2024 and projected related transactions for 2025, with a total expected amount not exceeding RMB 76 million for 2024 and RMB 213.9 million for 2025 [1][3][9]. Summary of Daily Related Transactions 2024 Daily Related Transactions Execution - The company expects to engage in daily related transactions with its controlling shareholder and other related parties, totaling up to RMB 76 million for 2024 [1][3]. - As of December 31, 2024, the cumulative amount of daily related transactions with the mentioned parties was RMB 58.53 million, which did not exceed the expected amount [1]. Actual Transactions Breakdown for 2024 - The actual transactions included: - Sales of components to Zhejiang Haochen Semiconductor Co., Ltd. amounted to RMB 37.79 million, a decrease of 96.22% from the expected amount [2]. - Sales of components to Zhijia Automotive Technology (Ningbo) Co., Ltd. totaled RMB 37.08 million, which was 85.42% of the expected amount [2]. - Purchases of components from Wuxi Weiguan Semiconductor Co., Ltd. were RMB 208.49 million, a decrease of 86.97% from the expected amount [2]. - Purchases from Zhijia Automotive Technology (Ningbo) Co., Ltd. were RMB 1.24 million, a decrease of 37.88% from the expected amount [2]. Projected 2025 Daily Related Transactions - The company anticipates engaging in daily related transactions with its controlling shareholder and other related parties, with a total expected amount not exceeding RMB 213.9 million for 2025 [3][9]. - The types of transactions include procurement and sales of components, as well as purchasing technical services [8]. Related Parties Overview Wuxi Weiguan Semiconductor Co., Ltd. - The controlling shareholder of the company, with a registered capital of RMB 86.33 million and a 13.01% shareholding in the company [4][5]. Zhejiang Haochen Semiconductor Co., Ltd. - A company controlled by Wuxi Weiguan, with a registered capital of RMB 23.44 million [5]. Zhijia Automotive Technology (Ningbo) Co., Ltd. - Established in December 2016, with a registered capital of RMB 11.53 million [5]. Ningbo Ronggan Technology Co., Ltd. - Established in June 2023, with a registered capital of RMB 3.33 million [5]. Xiamen Sihui Microelectronics Co., Ltd. - Established in May 2020, with a registered capital of RMB 200 million [5]. Aixin Yuanzhi Semiconductor Co., Ltd. - Established in April 2020, with a registered capital of RMB 358.78 million [5]. Jiangsu Ance Semiconductor Technology Co., Ltd. - Established in January 2018, with a registered capital of RMB 90 million [5]. Transaction Purpose and Impact - The daily related transactions are aimed at meeting the company's operational needs and are conducted based on fair market principles, ensuring that they do not harm the interests of the company or its shareholders [9]. - The independent directors have reviewed and agreed that these transactions are necessary for normal business operations and will not affect the company's independence or financial status negatively [9].

Core Viewpoint - The report evaluates the performance of the accounting firm Rongcheng CPA for the year 2024, highlighting its adherence to professional standards and the effectiveness of its audit processes [1][4]. Group 1: Basic Information of the Accounting Firm - Rongcheng CPA, established in August 1988 and restructured in December 2013, is one of the earliest firms authorized to provide securities services in China [1]. - As of December 31, 2024, Rongcheng CPA has 212 partners and 1,552 registered accountants, with 781 having signed securities service audit reports [2]. Group 2: Appointment Process of the Accounting Firm - The company held meetings on April 2, 2024, and April 24, 2024, to approve the appointment of Rongcheng CPA as the auditing firm for the fiscal year 2024 [2]. Group 3: Performance of the Accounting Firm in 2024 - Rongcheng CPA conducted audits on the company's financial reports and internal controls, concluding that the financial statements fairly reflect the company's financial position and results for the year [2][3]. - The firm provided a standard unqualified opinion on the internal control audit, demonstrating its thoroughness in evaluating significant internal control processes [2]. Group 4: Supervision by the Board Audit Committee - The Board Audit Committee reviewed the qualifications of Rongcheng CPA, confirming its professional capability and compliance with relevant regulations [3]. - The committee engaged in discussions with the firm during the annual report audit period, ensuring timely and accurate audit reporting [4]. Group 5: Overall Evaluation - The Board Audit Committee commended Rongcheng CPA for its adherence to independence, objectivity, and professionalism in conducting audits, successfully completing the financial report and internal control audits for 2024 [4].

Core Viewpoint - The company has announced the provision for asset impairment for the year 2024, reflecting a cautious approach to accurately represent its financial status and operational results [1][7]. Asset Impairment Provision Overview - The company conducted a comprehensive review and impairment testing of its assets as of the end of 2024, in accordance with relevant accounting standards and policies [1]. - Total asset impairment provisions amount to 141,693,842.35 RMB, with specific provisions for various asset categories detailed in the report [1]. Breakdown of Impairment Provisions - Bad debt provisions for notes receivable: 18,446.69 RMB [1] - Bad debt provisions for accounts receivable: 27,644,997.46 RMB [1] - Bad debt provisions for other receivables: 51,645,077.50 RMB [1] - Inventory impairment provisions: 51,341,858.32 RMB [1] - Impairment provisions for construction in progress: 2,811,828.31 RMB [1] - Impairment provisions for intangible assets: 5,979,053.40 RMB [1] - Impairment provisions for fixed assets: 2,252,580.67 RMB [1] Impact of Impairment Provisions - The total provision of 32,751,855.08 RMB and the reversal of provisions amounting to 37,536,647.03 RMB will result in an increase of 2,645,232.79 RMB in net profit attributable to shareholders for the year 2024 [6]. - The provisions will not affect the operating cash flow for the period [6]. Reasonableness of the Provision - The board of directors has stated that the impairment provisions are in line with the principles of prudence and reasonableness, ensuring a fair representation of the company's financial condition [7]. - The supervisory board has also agreed that the provisions comply with relevant laws and regulations, supporting the decision-making process [7].

Summary of Key Points Core Viewpoint - The announcement outlines the new compensation plan for the board of directors, supervisors, and senior management of Gongda Electronics Co., Ltd, aimed at enhancing performance assessment and salary management to promote company growth and sustainability [1][2]. Group 1: Compensation Plan Details - The compensation plan applies to the company's directors, supervisors, and senior management [1]. - The plan will take effect after approval at the 2024 annual general meeting and will remain in force until a new plan is approved [1]. - Non-independent directors will receive compensation based on their management roles, aligned with industry and regional salary levels, and will not receive separate director allowances [1]. Group 2: Independent Directors and Senior Management - Independent directors will receive a stipend of 100,000 yuan per year (pre-tax) [2]. - Senior management will be compensated based on their specific management roles, referencing industry and regional salary levels, and will be subject to the company's annual performance assessment [2]. - Supervisors holding management positions will also receive compensation based on their roles, aligned with industry standards and performance metrics [2]. Group 3: Performance-Based Compensation - Year-end bonuses will be determined based on the company's annual performance and individual contributions, with actual payment amounts subject to fluctuation [2]. - Compensation will be calculated based on the actual tenure of the individuals in their roles [2].

共达电声股份有限公司 章 程 目 录 第一章 总 则 第一条 为维护共达电声股份有限公司（以下简称"公司"、 "本公司"）、股东和债 权人的合法权益，规范公司的组织和行为，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》"）、《上市公司章程指 引》、《深圳证券交易所股票上市规则》(以下简称"《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》和其他有关规定，结合公司的 具体情况，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司在发起设立时是由潍坊共达电讯有限公司的全体股东共同作为发起人、以潍坊 共达电讯有限公司经审计确认的净资产值折股并以整体变更方式发起设立的外商投资 股份有限公司，在山东省工商行政管理局注册登记，取得营业执照，统一社会信用代码 为：91370700727553239B。 第三条 公司于 2012 年 1 月 21 日经中国证券监督管理委员会（以下简称"中国证 监会"）核准，首次向社会公众发行人民币普通股三千万股，于 2012 年 2 月 17 日在深 圳证券交易所挂 ...

共达电声股份有限公司 （杨步湘 离任） 本人是共达电声股份有限公司（以下简称"公司"）时任独立董事杨步湘，2024 年4月因任期届满，本人已辞去公司董事会独立董事及董事会专门委员会相关职务。 在2024年度任职期间，本人严格按照《公司法》《证券法》《上市公司独立董事管理 办法》等法律法规及《公司章程》 《共达电声股份有限公司独立董事工作制度》的规 定，忠实履行职责，积极出席公司相关会议，认真审议各项议案，对公司重大事项 进行事前审核，切实维护公司整体利益和全体股东尤其是中小股东的合法权益。现 就本人2024年度任职期间履行独立董事职责情况汇报如下： 一、基本情况 （一）工作履历、专业背景以及兼职情况 出席股东大会，本人对公司的重大决策和发展战略有了更深入的了解，同时也积极 听取股东的意见和建议，为公司的发展建言献策。 本人作为公司董事会薪酬与考核委员会的委员，在任期间，薪酬与考核委员会 召开了1次会议，本人以通讯方式参加1次；本人作为公司董事会提名委员会的委员， 在任期间，提名委员会召开了2次会议，本人以通讯方式参加2次；本人作为公司董 事会审计委员会主任委员，在任期间，审计委员会召开1次会议，本人以通讯方式 ...

Core Viewpoint - The independent director of the company, Li Yunzhe, reports on his performance in 2024, emphasizing his commitment to fulfilling responsibilities and protecting the interests of all shareholders, especially minority shareholders [1]. Group 1: Basic Information - Li Yunzhe holds qualifications as a registered accountant and has extensive experience in financial management roles across various companies [1]. - He has been serving as an independent director since April 2024 and has passed the necessary qualifications review by the Shenzhen Stock Exchange [1]. Group 2: Annual Performance - Li attended all four board meetings without absence, actively participating in discussions and ensuring informed decision-making [2]. - He served as the chairman of the audit committee, participating in five meetings, and as the chairman of the nomination committee, attending one meeting [2]. - As an independent director, he attended three specialized meetings, with one in person and two via communication [2]. Group 3: Communication and Engagement - Li maintained communication with the internal audit team and the accounting firm responsible for the annual audit, ensuring a thorough understanding of the audit process [3]. - He engaged with minority shareholders during general meetings, advocating for their rights and interests [4]. Group 4: On-Site Work - Li dedicated no less than 15 days to on-site work, gaining firsthand insights into the company's operations and governance [4]. Group 5: Support for Independent Director Duties - The management team provided timely access to financial reports and operational data, facilitating Li's ability to perform his duties effectively [4]. Group 6: Key Focus Areas - Li focused on reviewing related party transactions and ensuring compliance with regulations, contributing to the protection of shareholder interests [5]. - He participated in the review and approval of new stock incentive plans and the hiring of senior management, ensuring alignment with corporate governance standards [5]. Group 7: Overall Evaluation - Li expressed a commitment to uphold the principles of independence and fairness, aiming to contribute positively to the company's governance and long-term development [5].