长江证券承销保荐有限公司 关于信音电子（中国）股份有限公司 增加2025年度日常关联交易金额预计的核查意见 长江证券承销保荐有限公司（以下简称"长江保荐"、"保荐机构"）作为信 音电子（中国）股份有限公司（以下简称"信音电子"、"公司"）2023年首次公 开发行股票的保荐机构，根据《证券发行上市保荐业务管理办法》《深圳证券 交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第2号 ——创业板上市公司规范运作》等相关规定的要求，对信音电子增加2025年度 日常关联交易金额预计事项进行了核查，具体核查情况如下： 一、日常关联交易情况 （一）已批准的 2025 年度日常关联交易预计情况 信音电子（中国）股份有限公司（以下简称"公司"）分别于 2025 年 4 月 10 日、2025 年 5 月 20 日召开第五届董事会第十九次会议、2024 年年度股东大会， 审议通过了《关于 2025 年度日常关联交易预计的议案》。公司（含子公司，下同） 预 计 2025 年 度 将 与 关 联 方 信 音 企 业 股 份 有 限 公 司 、 Singatron Enterprise Co.Ltd.(USA)、信音电子 ...

Group 1 - Company Xinyin Electronics reported Q3 performance with revenue of approximately 675 million yuan for the first three quarters of 2025, representing a year-on-year increase of 11.57% [1] - The net profit attributable to shareholders was approximately 49.14 million yuan, showing a year-on-year increase of 0.88% [1] - Basic earnings per share were 0.29 yuan, with no change compared to the previous year [1] Group 2 - The current market capitalization of Xinyin Electronics is 3.5 billion yuan [2] - The A-share market has surpassed 4000 points, indicating a significant market resurgence after a decade of stagnation, with technology as a key driver [2]

信音电子（中国）股份有限公司（以下简称"公司"）分别于 2025 年 4 月 10 日、2025 年 5 月 20 日召开第五届董事会第十九次会议、2024 年年度股东大会，审 议通过了《关于 2025 年度日常关联交易预计的议案》。公司（含子公司，下同）预 计 2025 年 度 将 与 关 联 方 信 音 企 业 股 份 有 限 公 司 、 Singatron Enterprise Co.Ltd.(USA)、信音电子（泰国）有限公司发生总金额累计不超过人民币 26,890 万 元的日常关联交易。具体内容详见 2025 年 4 月 11 日公司披露在巨潮资讯网 （http://www.cninfo.com.cn）上的《关于 2025 年度日常关联交易预计的公告》（公 告编号：2025-014）。 证券代码：301329 证券简称：信音电子 公告编号：2025-056 信音电子(中国)股份有限公司 关于新增 2025 年度日常关联交易预计的公告 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。 一、日常关联交易情况 （一）已批准的 2025 年度日常关联交易预计情 ...

证券代码：301329 证券简称：信音电子 公告编号：2025-054 信音电子(中国)股份有限公司 第六届董事会第五次会议决议公告 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。 一、董事会会议召开情况 信音电子（中国）股份有限公司（以下简称"公司"）第六届董事会第五次 会议于 2025 年 10 月 29 日在公司会议室以现场结合通讯的方式召开。会议通知 已于 2025 年 10 月 23 日通过邮件方式送达各位董事。本次会议应到董事 9 人， 实到 9 人。其中：杨政纲、甘信男、甘逸群、彭国铭、张晓朋以通讯表决的方式 出席会议。会议由董事长林茂贤先生主持，公司高级管理人员列席了会议。会议 的召开符合《中华人民共和国公司法》等有关法律、行政法规、部门规章、规范 性文件及公司章程的规定，表决所形成决议合法、有效。 二、董事会会议审议情况 表决结果：同意 9 票，反对 0 票，弃权 0 票。 2、审议通过了《关于新增 2025 年度日常关联交易预计的议案》 同意公司及下属子公司因实际经营业务发展需要，向关联方素丰平自动化设 备（昆山）有限公司采购自动化设备（含 ...

Financial Performance - The company's revenue for Q3 2025 reached ¥237,064,675.99, representing an increase of 11.48% compared to the same period last year[5] - Net profit attributable to shareholders was ¥16,040,858.95, a significant increase of 39.14% year-on-year[5] - The basic earnings per share for the period was ¥0.10, reflecting a growth of 42.86% compared to the previous year[5] - Total revenue for the third quarter reached ¥675,198,160.26, an increase of 11.55% compared to ¥605,169,235.77 in the previous year[18] - The company's net profit margin decreased, with net profit attributable to shareholders at ¥478,252,129.29, down from ¥495,605,921.92[17] - The net profit for Q3 2025 was CNY 49,135,692.63, a slight increase from CNY 48,706,609.64 in Q3 2024, representing a growth of 0.88%[19] - Operating profit for the quarter was CNY 58,750,312.17, compared to CNY 57,847,331.10 in the previous year, indicating an increase of 1.56%[19] - Total revenue from operating activities reached CNY 615,709,298.86, up from CNY 589,445,119.07, reflecting a growth of 4.08% year-over-year[21] Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥1,860,733,126.41, marking a 3.09% increase from the end of the previous year[5] - Total assets increased to ¥1,860,733,126.41, compared to ¥1,804,917,616.64 at the beginning of the period, marking a growth of 3.1%[16] - Total liabilities rose to ¥310,312,557.91, up from ¥240,222,745.91, indicating a significant increase of 29.1%[16] Cash Flow - The company reported a decrease in cash flow from operating activities, with a net amount of ¥53,773,222.84, down 36.78% year-to-date[5] - The net cash flow from operating activities was CNY 53,773,222.84, down from CNY 85,058,120.39, a decrease of 36.83%[21] - Cash and cash equivalents decreased to ¥867,486,696.14 from ¥1,072,567,745.04, a decline of 19.06%[15] - Cash and cash equivalents at the end of the period were CNY 866,249,369.57, down from CNY 1,038,913,916.84, a decrease of 16.54%[22] - The company experienced a net cash outflow from investing activities of CNY 192,112,968.74, compared to a net outflow of CNY 167,808,918.39 in the previous year[22] Shareholder Information - The total number of common shareholders at the end of the reporting period is 11,603[10] - The largest shareholder, Xinyin (Hong Kong) International Holdings Limited, holds 61.20% of shares, totaling 104,160,000 shares[10] - The second-largest shareholder, WinTime Investment Holding (HK) Co., Limited, holds 1.61% of shares, totaling 2,736,000 shares[10] - The total number of restricted shares at the beginning of the period was 110,256,000, with no new restricted shares added during the period[13] - The total number of unrestricted shares held by the top ten shareholders includes 1,701,900 shares held by Fulakai Consulting (Shanghai) Co., Ltd.[11] - The company has a significant number of shares held by domestic natural persons, including Chen Feng with 0.51% (870,000 shares) and Feng Zetian with 0.43% (740,000 shares)[10] - The company plans to lift restrictions on shares held by major shareholders, with the earliest release date set for January 2027[13] - The company has not reported any changes in the shareholding structure due to lending or borrowing of shares among the top ten shareholders[11] - The total number of shares held by the top ten unrestricted shareholders is 6,000,000 shares[11] Expenses and Costs - Total operating costs amounted to ¥620,484,556.98, up 14.06% from ¥544,025,913.69 in the prior year[18] - Research and development expenses for the quarter were ¥25,166,894.55, compared to ¥23,749,457.65 in the previous year, reflecting a growth of 5.98%[18] - The company incurred a total tax expense of CNY 7,991,771.67, down from CNY 8,866,651.04, a decrease of 9.83%[19] Other Financial Metrics - The weighted average return on equity was 1.02%, an increase of 0.29% compared to the previous year[5] - Non-recurring gains and losses totaled ¥1,311,119.88 for the quarter, with government subsidies contributing ¥233,716.00[6] - Financial expenses decreased by 49% to -¥4,586,953.61, primarily due to reduced interest income[8] - Investment income surged by 137% to ¥5,585,333.42, influenced by the settlement of forward foreign exchange transactions and interest from financial products[8] - The diluted earnings per share remained stable at CNY 0.29, consistent with the previous year[20] - The other comprehensive income after tax attributable to the parent company was CNY 222,846.00, down from CNY 552,962.43, a decrease of 59.73%[19] Strategic Developments - The company has not disclosed any significant new strategies or product developments in the current reporting period[12]

Core Viewpoint - Xinyin Electronics plans to acquire 80% of Dongguan Guolian Electronics using 220 million yuan of raised funds, despite internal disagreements regarding market stability and team integration [1][4]. Group 1: Acquisition Details - The acquisition involves purchasing 80% of Guolian Electronics from Guotian Electronics for 220 million yuan, making Guolian a subsidiary of Xinyin [3]. - Guolian Electronics specializes in manufacturing and selling automotive connector harnesses, serving major clients like BYD and Xiaomi [3]. - The acquisition aims to enhance Xinyin's competitiveness in the automotive connector sector and open new business growth avenues [3][5]. Group 2: Financial Performance - In the first half of 2025, Xinyin reported revenues of 438 million yuan, an increase of 11.62%, but net profit decreased by 10.98% to 33.09 million yuan [1][5]. - Xinyin's automotive connector revenue fell by 21.5% in 2023, with a slight recovery expected in 2024 [5]. - Guolian Electronics demonstrated strong growth, with a revenue increase of 169.06% in the past year, achieving 126 million yuan and 119 million yuan in revenues for 2024 and the first five months of 2025, respectively [5][6]. Group 3: Valuation and Risks - Guolian Electronics is valued at 276 million yuan, reflecting a 314.14% premium over its book value [6]. - The deal includes performance commitments from Guotian Electronics, ensuring Guolian's net profits will not be less than 79 million yuan from 2025 to 2027 [6]. - Concerns exist regarding Guolian's cash flow, which has been negative, and high accounts receivable, which could pose risks to Xinyin's financial health post-acquisition [6].

Core Viewpoint - Xinyin Electronics plans to use 220 million yuan of IPO excess funds to acquire 80% of Dongguan Guolian Electronics, amid concerns over its weak performance and slow progress on IPO fundraising projects [1][4]. Group 1: Acquisition Details - The acquisition price of 220 million yuan represents a high premium of 314.14% over the assessed value of Guolian Electronics [4][5]. - Guolian Electronics has a small operational scale, with negative operating cash flow and a significant divergence from net profit, raising questions about the potential synergy with Xinyin Electronics [1][5][6]. Group 2: IPO Fund Utilization - Xinyin Electronics has only achieved 8% progress on its IPO fundraising projects over two years, with a two-year delay, and has left a large portion of the raised funds idle for financial management [1][4]. - The planned projects include expanding connector production and establishing a research center, with expected revenues and profits that are now unlikely to be realized due to the slow progress [4][8]. Group 3: Financial Performance - Xinyin Electronics' revenue has fluctuated from 874 million yuan in 2022 to 787 million yuan in 2024, with a decline in net profit from 96 million yuan to 70 million yuan during the same period [7]. - The company's gross margin has decreased from 31.44% in 2020 to 24.55% in 2024, indicating declining profitability [7][8]. Group 4: Market Context - The global laptop market is experiencing a decline, which negatively impacts Xinyin Electronics' main business segment, while its automotive connector business, although growing, remains under 20% of total revenue [8]. - The automotive connector market is dominated by foreign giants, which poses additional challenges for Xinyin Electronics in achieving effective integration with Guolian Electronics [8].

Core Viewpoint - The company Xinyin Electronics is facing performance challenges and has announced a high-premium acquisition of Dongguan Guolian Electronics using 220 million yuan of IPO surplus funds, raising concerns about potential capital misallocation and the effectiveness of the acquisition strategy [1][6][11]. Group 1: Acquisition Details - Xinyin Electronics plans to acquire 80% of Guolian Electronics for 220 million yuan, representing a premium of 314.14% over the assessed value [6][7]. - Guolian Electronics reported a negative operating cash flow, with net profits of 1.63 million yuan in 2024 and 1.62 million yuan in the first five months of 2025, raising questions about the sustainability of its earnings [10][11]. - The acquisition is seen as controversial due to the significant premium and the small scale of Guolian Electronics, which may not provide the expected synergies [11][12]. Group 2: Financial Performance and IPO Progress - Xinyin Electronics has experienced a decline in revenue from 874 million yuan in 2022 to 787 million yuan in 2024, with net profits decreasing from 96 million yuan to 70 million yuan during the same period [11][12]. - The company's IPO fundraising has been slow, with only 8% of the planned projects completed within two years, leading to a two-year extension of the project timelines [3][5]. - The company has also allocated a portion of its idle funds for financial management, which has raised concerns about the effective use of IPO proceeds [5][11]. Group 3: Market Context and Challenges - The global laptop market has seen a decline in shipments, with a 24.36% drop from 2021 to an estimated 208 million units in 2024, impacting Xinyin's connector business, which relies heavily on this segment [12][13]. - The automotive connector market is dominated by foreign giants, holding 71% of the global market share, posing significant competitive challenges for Xinyin Electronics and its acquisition target [13]. - The high technical barriers in the automotive connector market may hinder Xinyin's ability to compete effectively, especially if the acquisition does not yield the anticipated benefits [12][13].

Core Viewpoint - The company, Xinyin Electronics, is actively developing connector products that meet the demands of 5G and low Earth orbit satellite communication, indicating a strategic focus on high-growth technology sectors [1]. Group 1: Product Applications - The company's connector products are primarily used in laptops, consumer electronics, and automotive sectors [1]. - The connector products currently meet the requirements for enhanced broadband in 5G applications [1]. Group 2: Research and Development - The company is engaged in the research and development of connectors for ground receiving devices for low Earth orbit satellites [1]. - These new products aim to connect low Earth orbit communication satellites, providing high-speed, low-latency broadband internet services globally [1].

Core Viewpoint - The company is actively developing connector products that cater to the demands of 5G enhanced broadband and low Earth orbit satellite communication, aiming to provide high-speed, low-latency internet services globally [1] Group 1: Product Applications - The company's connector products are primarily used in laptops, consumer electronics, and automotive sectors [1] - The connectors are designed to meet the requirements of 5G enhanced broadband [1] Group 2: Research and Development - The company is engaged in the research and development of connectors for ground receiving devices for low Earth orbit satellites [1] - This new product aims to connect low Earth orbit communication satellites to deliver global high-speed, low-latency broadband internet services [1]