Stock code: 002465 Stock abbreviation: Haige Communications Announcement number: 2021-050
Guangzhou Haige Communication Group Co., Ltd
Announcement of the resolution of the fourteenth meeting of the Fifth Board of Supervisors
The Company and all members of the Supervisory Board warrant that the content of the information disclosure is true, accurate and complete, and that there are no false statements, misleading statements or material omissions.
The 14th meeting of the 5th Supervisory Board of Guangzhou Haige Communication Group Co., Ltd. (hereinafter referred to as the "Company") was held by communication on October 26, 2021. The Board of Supervisors of the Company shall notify all the Supervisors of the Company by written notice, telephone, e-mail, etc. on October 20, 2021. All three supervisors of the company participated in the voting. The convocation, convocation and voting procedures of this meeting comply with the relevant provisions of the Company Law and the Articles of Association of the Company.
After careful deliberation, the supervisors attending the meeting voted on the following matters, and the resolution of the board of supervisors was formed as follows:
I. Deliberation and approval of the "Proposal on the Company's Third Quarter Report of 2021"
After review, the Board of Supervisors believes that the procedures for the board of directors to prepare and deliberate the company's third quarter report in 2021 comply with the provisions of laws, administrative regulations and the China Securities Regulatory Commission, and the content of the report is true, accurate and complete to reflect the actual situation of the listed company, and there are no false records, misleading statements or material omissions.
Voting result: 3 votes in favour, 0 abstentions, 0 votes against.
For details, please refer to the Company's "Third Quarter Report 2021" published in China Securities News, Securities Times, Securities Daily, Shanghai Securities News and Juchao Information Network (www.cninfo.com.cn) on October 27, 2021.
This is hereby announced.
The Board of Supervisors
October 27, 2021
Stock code: 002465 Stock abbreviation: Haige Communications Announcement number: 2021-051
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
Important Content Tips:
1. The board of directors, the board of supervisors and the directors, supervisors and senior management ensure that the quarterly report is true, accurate and complete, that there are no false records, misleading statements or material omissions, and bear individual and joint legal liabilities.
2. The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting institution (accounting supervisor) declare: to ensure that the financial information in the quarterly report is true, accurate and complete.
3. Whether the third quarter report is audited
□ Yes √ No
First, the main financial data
(1) Main accounting data and financial indicators
Whether the company is required to retroactively adjust or restate previous year's accounting data
Note: In order to grasp the development trend of the industry and focus on the layout of the company's future key strategic business, the company increased R&D investment in future innovative businesses such as unmanned systems, Beidou iii generations and comprehensive data links, and the research and development expenses in the third quarter increased significantly year-on-year, and the net profit attributable to shareholders of listed companies in the third quarter decreased year-on-year.
(2) Non-recurring profit and loss items and amounts
√ Applicable □ Not applicable
Unit: Meta
Other specific cases of P&L items that meet the definition of non-recurring profit or loss:
□ Applicable √ Not applicable
The Company does not have other specific circumstances of profit or loss items that meet the definition of non-recurring profit or loss.
The non-recurring profit and loss items listed in the Interpretive Announcement on the Disclosure of Information of Companies Publicly Offering Securities No. 1 - Non-recurring Profit and Loss are defined as recurring profit and loss items
(3) The circumstances and reasons for the changes in the main accounting data and financial indicators
1. Changes in relevant items of the consolidated balance sheet and the reasons for them (unit: yuan)
2. Changes in items related to the consolidated income statement and the reasons for them (unit: yuan)
3. Changes in items related to the consolidated cash flow statement and their reasons (unit: yuan)
2. Shareholder Information
(1) The total number of common shareholders and the number of preferred shareholders whose voting rights have been restored and the shareholding of the top ten shareholders
Unit: Shares
(2) The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders
3. Other important matters
1. In July 2021, the Company disclosed that it had signed an operating contract with a special institution client with a total contract amount of approximately RMB342 million, accounting for 6.68% of the Company's audited operating income in the most recent fiscal year. For details, please refer to the Company's "Business Contract Announcement" (Announcement No. 2021-036) published on Juchao Information Network on July 2, 2021.
2. In July 2021, according to the needs of the company's business development, the company added some new business areas on the basis of the original business scope and simultaneously revised the Articles of Association of the Company, as detailed in the "Announcement on Increasing the Company's Business Scope and Amending the Articles of Association of the< Company >" (Announcement No. 2021-039) published on the Juchao Information Network on July 15, 2021.
3. In July 2021, according to the company's development strategy and business needs, the company plans to invest about 1.3 billion yuan to build the Haige Tianshu R&D Center to further expand the scientific research and production site, as detailed in the company's "Announcement on Investing in the Construction of The Hager Tianshu R&D Center Building" (Announcement No. 2021-040) published on the Juchao Information Network on July 15, 2021.
4. In September 2021, according to the company's development plan, in order to increase the concentration of talents and scientific research investment and market expansion, the board of directors of the company agreed to increase the capital of Beijing Haige Shenzhou Communication Technology Co., Ltd., a wholly-owned subsidiary, by 38 million yuan, and Haige Shenzhou increased the capital of its wholly-owned subsidiary, Beijing Shenghui Jiaye Technology Co., Ltd. by 37.5 million yuan. The office base of the Nanjing business travelers of each unit actively strives for local market resources and talent resources, improves the attractiveness of talents, strengthens the company's off-site research and development strength, and gradually develops Nanjing into a strategic development base in the Yangtze River Delta region. For details, please refer to the "Announcement of the Resolution of the 22nd Meeting of the Fifth Board of Directors" (Announcement No. 2021-048) published on the Juchao Information Network on September 30, 2021.
4. Quarterly financial statements
(1) Financial statements
1. Consolidated balance sheet
Compilation unit: Guangzhou Haige Communication Group Co., Ltd
Legal representative: Yang Haizhou Person in charge of accounting work: Yuan Wanfu The person in charge of the accounting institution: Xu Lin
2. Consolidate the income statement from the beginning of the year to the end of the reporting period
In the event of a merger of enterprises under the same control in the current period, the net profit realized by the merged party before the merger is: 0.00 yuan, and the net profit realized by the merged party in the previous period is 0.00 yuan.
3. Consolidate the cash flow statement from the beginning of the year to the end of the reporting period
(2) Explanation of the adjustment of the financial statements
1. The first implementation of the new lease standard from 2021 to adjust the relevant items of the financial statements at the beginning of the year for the first time
Whether the balance sheet accounts at the beginning of the year need to be adjusted
√ Yes □ No
Consolidated balance sheets
Adjustments
2. From 2021, the new leasing standard will be implemented retrospectively to adjust the comparative data description in the previous period
(3) Audit report
Whether the third quarter report was audited
The Company's third quarter report is unaudited.
board of directors
Stock code: 002465 Stock abbreviation: Haige Communications Announcement number: 2021-049
Announcement of the resolution of the 23rd meeting of the fifth board of directors
The 23rd meeting of the 5th Board of Directors of Guangzhou Haige Communication Group Co., Ltd. (hereinafter referred to as the "Company") was held by means of communication on October 26, 2021. The Board of Directors of the Company shall notify all directors and other non-voting personnel of the Company by way of written notice, telephone, e-mail, etc. on October 20, 2021. All 9 directors of the Company voted. The convocation, convocation and voting procedures of this meeting comply with the relevant provisions of the Company Law and the Articles of Association of the Company.
After careful deliberation, the directors attending the meeting voted on the following matters, resulting in the following resolutions of the board of directors:
I. Deliberation and approval of the "Proposal on the Company's Third Quarterly Report in 2021"
Voting result: 9 votes in favour, 0 abstentions, 0 votes against.
II. Deliberation and Adoption of the "Proposal on Increasing the Forecast of Daily Related Party Transactions in 2021"
As the proposal involved related party transactions, the associated directors Mr. Yang Haizhou, Mr. Yu Qingsong, Mr. Yang Wenfeng, Mr. Deng Jiaqing, Mr. Li Tiegang and Mr. Liu Yan recused themselves from voting. The independent directors expressed prior approval opinions and independent opinions.
Voting result: 3 votes in favour, 0 abstentions, 0 votes against, 6 recusal votes.
For details, please refer to the Company's "Announcement on Increasing the Forecast of Daily Related Party Transactions in 2021" published in China Securities News, Securities Times, Securities Daily, Shanghai Securities News and Juchao Information Network (www.cninfo.com.cn) on October 27, 2021.
For details of the opinions expressed by the independent directors, please refer to the "Prior Approval Opinion of the Independent Directors on the Matters Related to the Twenty-third Meeting of the Fifth Board of Directors" and the "Independent Directors' Independent Opinions on the Matters Related to the Twenty-third Meeting of the Fifth Board of Directors" published on the Juchao Information Network (www.cninfo.com.cn).
III. Deliberation and Adoption of the Proposal on Amending the Management System for < Holding Subsidiaries of the Company >
According to the needs of the company's operation and management, further optimize the management of the holding subsidiary, strengthen the group linkage, and enhance the competitiveness of the holding subsidiary, the company organization has revised the "Management System for Holding Subsidiaries".
The revised "Management System for Holding Subsidiaries" can be found on Juchao Information Network (www.cninfo.com.cn).
Board of Directors
Stock code: 002465 Stock abbreviation: Haige Communications Announcement number: 2021-052
Regarding the increase in the daily life of 2021
Announcement of expected related party transactions
First, the basic situation of daily related party transactions
(1) Overview of daily related party transactions
Guangzhou Haige Communication Group Co., Ltd. (hereinafter referred to as the "Company") held the 17th meeting of the Fifth Board of Directors on March 19, 2021, and deliberated and passed the "Proposal on the Estimation of Daily Related Party Transactions in 2021", and it is expected that the total amount of daily related party transactions between the Company and related parties in 2021 will not exceed RMB127 million, as detailed in the Company's publication in China Securities News, Securities Times, Securities Daily and Shanghai Securities News on March 20, 2021. The Announcement on the Expected Daily Related Party Transactions in 2021 (Announcement No. 2021-016) on the Juchao Information Network (www.cninfo.com.cn).
The Company held the 23rd meeting of the Fifth Board of Directors on October 26, 2021, deliberated and passed the "Proposal on Increasing the Forecast of Daily Related Party Transactions in 2021", according to the actual needs of daily operation, the Company and its related parties Guangzhou Radio Group Co., Ltd. (hereinafter referred to as "Radio Group"), Guangzhou Radio and Television Express Financial Electronics Co., Ltd. (hereinafter referred to as "Radio and Television Express"), Guangzhou Radio and Television Metering and Testing Co., Ltd. (hereinafter referred to as "Radio and Television Metering"), Guangzhou Radio and Television Intelligent Technology Co., Ltd. (hereinafter referred to as "Radio and Television Intelligence") and Guangzhou Radio and Television City Service Group Co., Ltd. (hereinafter referred to as "Radio and Television City") are expected to increase the total amount of daily related party transactions in 2021, and the total amount is expected to increase by no more than 50.05 million yuan.
Associate Directors Mr. Yang Haizhou, Mr. Yu Qingsong, Mr. Yang Wenfeng, Mr. Deng Jiaqing, Mr. Li Tiegang and Mr. Liu Yan recused themselves from voting during the consideration of this proposal. The independent directors of the Company expressed a prior approval opinion and an independent opinion on the matter.
This matter is within the authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for consideration.
After this increase, it is expected that the total amount of daily related party transactions between the Company and related parties in 2021 will not exceed RMB177.05 million.
(2) Increase the type and amount of daily related party transactions in 2021
The increase in the estimated amount of daily related party transactions in 2021 is as follows:
Unit: RMB 10,000
2. Introduction of related parties and related relationships
(1) Basic information of related parties
1. Radio Group
Legal representative: Yang Haizhou
Registered capital: 100,000,000 yuan
Registered address: No. 163, Xipingyun Road, Huangpu Avenue, Tianhe District, Guangzhou
Business scope: enterprise headquarters management; trade consulting services; investment consulting services; enterprise own capital investment; asset management (excluding licensing approval projects); own real estate business activities; housing leasing; site leasing (excluding warehousing); import and export of goods (except monopoly controlled commodities); technology import and export; commodity wholesale trade (except licensing approval commodities); electrical equipment wholesale; software wholesale; communication equipment and supporting equipment wholesale; general machinery and equipment sales; electrical machinery and equipment sales; instrumentation wholesale Electronic products wholesale, environmental protection equipment wholesale, non-licensed medical device business, cargo inspection agency service, cargo customs declaration agency service, logistics agency service, licensed medical device business, medical diagnosis, monitoring and treatment equipment wholesale.
Financial Position: As of September 30, 2021, total assets were RMB47,425.57 million and net assets were RMB26,348.83 million; operating income was RMB12,294.32 million and net profit was RMB1,192.63 million for the january-September 2021 period. (Data unaudited)
2. Radio and Television Express
Legal representative: Huang Yuezhen
Registered capital: 2,483,382,898 RMB
Residence: No. 9 and 11, Kelin Road, Science City, Guangzhou High-tech Industrial Development Zone
Business scope: computer hardware and software and peripheral equipment manufacturing; currency special equipment manufacturing; currency special equipment sales; vending machine sales; calculator equipment manufacturing; computer software and hardware and auxiliary equipment wholesale; information system integration services; information technology consulting services; software development; technical services, technology development, technical consulting, technical exchanges, technology transfer, technology promotion; computer and office equipment maintenance; security technology prevention system design and construction services; professional design services; Internet of Things technical services Data processing and storage support services, urban rail transit equipment manufacturing, engineering management services, Internet data services, information system operation and maintenance services, digital content production services (excluding publishing and distribution), various engineering construction activities, technology import and export, import and export of goods, construction engineering surveys, construction engineering design, residential interior decoration and decoration, the first type of value-added telecommunications services.
Financial Position: As of September 30, 2021, Radio and Television Express had total assets of RMB15,665.3466 million and net assets of RMB10,713.0302 million; operating income of RMB4,275.2129 million and net profit attributable to the mother for the period from January to September 2021 were RMB605.4272 million. (Data unaudited)
3. Radio and television metering
Registered capital: RMB 57,522,584,000
Registered address: 150, No. 8 Qishan Road, Shiqi Town, Panyu District, Guangzhou
Business Scope: Marine Environmental Services; Environmental Protection Monitoring; Monitoring of ecological resources; Motor vehicle inspection and testing services; measurement services; environmental emergency management services; atmospheric environmental pollution prevention and control services; water environment pollution prevention and control services; soil environmental pollution prevention and control services; environmental protection consulting services; software development; network and information security software development; information system integration services; information technology consulting services; certification consulting; Enterprise management consulting; technical services, technology development, technical consulting, technical exchanges, technology transfer, technology promotion; engineering and technical research and experimental development; human resources services (excluding employment intermediary activities, labor dispatch services); business training (excluding education and training, vocational skills training and other training that requires permission); electronic and mechanical equipment maintenance (excluding special equipment); instrumentation repair; Manufacture of special chemical products (excluding hazardous chemicals); sales of special chemical products (excluding hazardous chemicals); sales of chemical products (excluding licensed chemical products); technology research and development of biochemical products; sales of experimental analysis instruments; sales of office equipment consumables; fire protection technical services; safety evaluation business; occupational health technical services; radiation health technical services; radioactive pollution monitoring; radiation monitoring; indoor environmental testing; lightning protection device testing; special equipment inspection and testing services; safety production inspection and testing Construction engineering quality inspection; agricultural product quality and safety testing; certification services; inspection and testing services; national defense measurement services; ship inspection services.
Financial position: As of June 30, 2021, the total assets of radio and television metering were 4,869,823,200 yuan and the net assets were 3,190,048,100 yuan; the operating income from January to June 2021 was 825,190,100 yuan, and the net profit attributable to the mother was -19,217,400 yuan. (Data unaudited)
4. Radio and television intelligence
Legal representative: Yang Yongming
Registered capital: CNY 20.7 million
Registered address: Room 211, No. 6 Fumin Road, Huadong Town, Huadu District, Guangzhou
Business scope: communication equipment manufacturing; radar and supporting equipment manufacturing; computer hardware and software and peripheral equipment manufacturing; metal structure manufacturing; safety, fire metal products manufacturing; auto parts and accessories manufacturing; metal tools manufacturing; railway locomotive and vehicle accessories manufacturing; industrial design services; engineering and technology research and experimental development; software development; technical services, technology development, technical consulting, technical exchanges, technology transfer, technology promotion; lighting equipment manufacturing; intelligent robot research and development; service consumer robot manufacturing Industrial robot manufacturing; special operation robot manufacturing; intelligent robot sales; electronic product sales; artificial intelligence hardware sales; lighting equipment sales; information system integration services; power transmission and distribution and control equipment manufacturing; urban rail transit equipment manufacturing; agriculture, forestry, animal husbandry and by-fishery professional machinery manufacturing; machinery and equipment leasing; various types of engineering construction activities.
Financial Position: As of September 30, 2021, total assets of RMB53.68 million and net assets of RMB20.27 million, operating income of RMB32.9 million and net profit of RMB10.31 million for the january-September period of 2021. (Data unaudited)
5. Radio and television cities
Legal representative: Pei Jiamin
Registered capital: 50 million yuan
Registered address: No. 230 Gaotang Road, Tianhe District, Guangzhou (self-compiled property building)
Business scope: art performance venue management services; Property management; Pest control and rat control services; Electrical fire protection technology testing services; Security monitoring and burglar alarm system engineering services; National fitness technology service; Real estate advisory services; Computer technology development, technical services; Building fire fighting facilities testing services; Car rental; Venue rental (excluding warehousing); Building cleaning services; Building air conditioning equipment, ventilation equipment system installation services; Real estate agency services; Repair and maintenance of fire fighting facilities and equipment; Fire detection technology research and development; Corporate headquarters management; Unit logistics management services (except for projects involving licensed operations); Office services; Wholesale of building materials and decorative materials; Energy-saving technology development services; Wholesale trade in commodities (except for goods subject to licensing and approval); Investment of the company's own funds; Hardware retail; Business management services (except those involving licensed business projects); Food & Beverage Management; Tendering services for science and technology projects; Asset management (excluding licensing approval items); Investment management services; Building drainage system installation services; Hotel management; Marketing planning services; Conference & Exhibition Services; Archive repair; Archives management services; Technical services for file management; Electronics, communication and automatic control technology research and development; Technology intermediary services; Science and technology project agency services; Management services for sports venues such as communities, street parks, and parks; Scientific and technological information consulting services; Landscaping engineering services; Mechanical and electrical equipment installation services; Installation of building power systems; Installation services for building water systems; Wholesale of hardware products; Water pollution control; Family services; Software development; Wholesale of labor protection products; Retail sale of labor protection products; Retail of household appliances and equipment; Retail sale of medical supplies and equipment (excluding pharmaceuticals and medical devices); Security training; Labor dispatch services; Municipal solid waste commercial cleaning, collection and transportation services; Talent training.
Financial Position: As of September 30, 2021, total assets were RMB606.59 million and net assets were RMB339.45 million, and operating income was RMB660.26 million and net profit was RMB46.22 million for the January-September 2021 period. (Data unaudited)
(2) Affiliation with listed companies
1. Radio Group is the controlling shareholder of the company and complies with the provisions of Article 10.1.3 (1) of the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange for affiliated legal persons.
2. Radio and Television Express, Radio and Television Metering, Radio and Television Intelligence, and Radio and Television City are enterprises directly controlled by the Radio Group, and comply with the provisions of Article 10.1.3 (2) of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange for related legal persons.
(3) Analysis of the ability to perform the contract
The above-mentioned affiliated enterprises are registered and established in accordance with the law, exist in accordance with the law and operate normally, perform well in previous transactions, and there is no situation in which the amounts payable to the company form bad debts at present, and they have good performance ability.
3. Pricing policies and pricing basis for related party transactions
The pricing of the above-mentioned related party transactions is based on the needs of normal production and operation, and the pricing of the related party transactions will be determined by the parties to the transaction in accordance with the principle of fairness and justice, based on the fair market price, and determined by the parties to the transaction in accordance with the principles of voluntariness, equality and mutual benefit. The Company will require specific transaction subjects to provide a single related party transaction pricing calculation method and fair price description according to the above pricing policy, and perform the company's internal approval procedures to trade.
4. The purpose of related party transactions and their impact on listed companies
The above-mentioned related party transactions are necessary for the development of the company's business and are related to daily production and operation. The transaction follows the principle of independent subject, fairness and reasonableness, and is based on the settlement of the fair market price, there is no harm to the interests of the company and minority shareholders, there is no impact on the independence of the company, and it is conducive to the development of the company.
The company and the above-mentioned affiliated enterprises are independent legal persons, independent operation, self-financing, self-financing, personnel, assets and other aspects are independent, the above related party transactions will not adversely affect the independence of the company, the company's main business will not be dependent on related parties because of such transactions.
5. Opinions of independent directors
(1) Prior approval by independent directors
Prior to the meeting of the Board of Directors, the Company submitted the Proposal on Increasing the Forecast of Daily Related Party Transactions in 2021 to the Independent Directors for consideration and was approved by all independent directors.
(2) Independent opinions expressed by independent directors
The deliberation procedure of the related party transaction complied with the relevant provisions of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Articles of Association of the Company and the Company's Related Party Transaction Management System, and the affiliated directors Mr. Yang Haizhou, Mr. Yu Qingsong, Mr. Yang Wenfeng, Mr. Deng Jiaqing, Mr. Li Tiegang and Mr. Liu Yan recused themselves from voting. The daily related party transactions between the company (including its wholly-owned/controlled subsidiaries) and related parties are normal business behaviors of the company and meet the needs of the company's business development. The two parties to the related party transaction are based on equality and mutual benefit, follow the principle of marketization, and there is no harm to the interests of all shareholders of the company, especially small and medium-sized shareholders.
Therefore, we agree with the proposal to increase the forecast of daily related party transactions in 2021.
6. Documents for reference
1. Resolution of the 23rd meeting of the Fifth Board of Directors;
2. The independent directors' prior approval opinions on the matters related to the 23rd meeting of the fifth board of directors;
3. Independent directors' independent opinions on matters related to the 23rd meeting of the Fifth Board of Directors.