上 海 证 券 交 易 所 上证公监函〔2023〕0182 号 关于对国美通讯设备股份有限公司及 有关责任人予以监管警示的决定 当事人： 国美通讯设备股份有限公司，A 股证券简称：ST 美讯，A 股证 券代码：600898； 郭晨，国美通讯设备股份有限公司时任财务总监（代行董事会 秘书）。 2023 年 7 月 28 日，公司披露《公司部分募集资金被冻结、划扣 的公告》。公告显示，2023 年 4 月，上海航清建设工程有限公司因 与公司全资子公司嘉兴京美电子科技有限公司（以下简称京美电子） 的建设工程合同纠纷，向法院提出诉讼保全申请。2023 年 5 月 17 日，京美电子收到《民事裁定书》，法院裁定冻结京美电子在中国 银行股份有限公司嘉兴秀洲支行开立的募集资金专项账户资金 575,695.83 元。公司在上述事项发生后，未及时履行信息披露义务， 1 直至 2023 年 7 月 28 日才对外披露，延迟披露超 2 个月。 二、诉讼事项进展披露不及时 2022 年 8 月 11 日，公司披露涉诉公告，江西兴泰科技有限公司 （以下简称江西兴泰）因买卖合同纠纷，对公司、京美电子提起诉 讼，涉案标的额 1,800.2 ...

国美通讯设备股份有限公司 专 项 说 明 亨安备字(2023)第 010004 号 广东 亭 安 会 计 师 事 务 所 ( 普 通 合 伙 ) GUANGDONG HENG'AN CERTIFIED PUBLICE ACCOUNTANTS ， 根据中国证券监督管理委员会《公开发行证券的公司信息披露编报规则第 14 号 -- 非 标准审计意见及其涉及事项的处理(2020年修订)》《监管规则适用指引 --- 审计类第1 号》、《上海证券交易所股票上市规则(2023年2月修订)》等规定,现对导致非标意见的事 项说明如下: 一、审计报告中非标准意见的内容 如审计报告中"与持续经营相关的重大不确定性"部分所述: 我们提醒财务报表使用者关注,公司自2017年以来连续亏损,2022年度亏损 86,780,952.30 元,2023年一季度公司亏损状况无明显改善;截止 2022年12月31日,公 司流动负债高于流动资产 55,577,300.62 元,归属于母公司股东权益金额为 32,345,413.58 元,2022年公司实现营业收入为 117,800,445.50元,较上年下降 39.94%;同时如财务报 表附注十一( ...

2022 年第一季度报告 证券代码：600898 证券简称：ST 美讯 国美通讯设备股份有限公司 2022 年第一季度报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存 在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务报表 信息的真实、准确、完整。 第一季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 1 / 10 2022 年第一季度报告 | | 本报告期末 | 上年度末 | 本报告期末比上年度 | | --- | --- | --- | --- | | | | | 末增减变动幅度(%) | | 总资产 | 587,845,763.29 | 601,682,856.58 | -2.30 | | 归属于上市公司股东 | 100,000,849.79 | 110,035,517.05 | -9 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥23,230,463.09, a decrease of 70.89% compared to the same period last year[3]. - The net profit attributable to shareholders was a loss of ¥15,033,792.13 for the quarter, with a year-to-date loss of ¥40,195,104.47[3]. - The basic earnings per share for the quarter was -¥0.0527, reflecting an increase in losses[3]. - The weighted average return on net assets was -19.43% for the quarter, down from -44.69% year-to-date[3]. - The net loss for the first three quarters of 2022 was CNY 47,896,853.35, compared to a net loss of CNY 24,456,036.60 in the same period of 2021[14]. - In Q3 2022, the company reported a net loss attributable to shareholders of RMB -40,387,954.49, compared to a loss of RMB -18,693,395.41 in Q3 2021, indicating a significant decline in performance[15]. - The company's basic and diluted earnings per share for Q3 2022 were both RMB -0.1408, worsening from RMB -0.0715 in the same period last year[15]. - The total comprehensive income for Q3 2022 was RMB -48,274,990.66, compared to RMB -24,102,189.71 in Q3 2021, reflecting a worsening financial position[15]. Revenue and Costs - Total revenue for the first three quarters of 2022 was CNY 102,540,079.20, a decrease of 39.0% compared to CNY 168,258,076.99 in the same period of 2021[14]. - Total operating costs for the first three quarters of 2022 amounted to CNY 144,437,220.76, down 28.5% from CNY 201,877,355.08 in 2021[14]. - The decline in revenue was attributed to reduced manufacturing orders due to the pandemic and a restructuring of low-margin customer relationships[5]. Assets and Liabilities - The total assets decreased by 20.27% from the end of the previous year, amounting to ¥479,735,451.29[4]. - The equity attributable to shareholders decreased by 36.70% to ¥69,647,562.56[4]. - Cash and cash equivalents decreased to CNY 54,988,045.22 as of September 30, 2022, from CNY 149,371,048.47 at the end of 2021, representing a decline of 63.2%[11]. - Accounts receivable increased to CNY 132,371,073.02 as of September 30, 2022, up 37.4% from CNY 96,341,059.52 at the end of 2021[11]. - Total current assets decreased to CNY 244,201,862.72, down 26.0% from CNY 329,071,451.57 at the end of 2021[11]. - Total liabilities decreased to CNY 334,010,019.37 as of September 30, 2022, down 17.9% from CNY 407,682,434.00 at the end of 2021[12]. - The company's total assets were CNY 479,735,451.29 as of September 30, 2022, a decrease of 20.2% from CNY 601,682,856.58 at the end of 2021[12]. Cash Flow - The company reported a net cash flow from operating activities of -¥43,743,199.43 year-to-date[3]. - For the first nine months of 2022, cash inflows from operating activities totaled RMB 194,726,162.16, a slight increase from RMB 175,303,262.65 in the same period of 2021[18]. - Cash outflows from operating activities reached RMB 238,469,361.59, significantly lower than RMB 582,848,687.23 in the previous year, resulting in a net cash flow from operating activities of RMB -43,743,199.43[18]. - The company recorded a net cash flow from investing activities of RMB -18,685,072.49, a decrease from RMB 116,279,182.52 in the first nine months of 2021[18]. - Cash inflows from financing activities were RMB 125,400,000.00, compared to RMB 288,709,242.77 in the same period last year, indicating a reduction in financing[18]. - The company’s cash and cash equivalents at the end of Q3 2022 stood at RMB 42,089,329.65, down from RMB 132,754,396.39 at the end of Q3 2021[18]. - The company received RMB 61,944.62 in tax refunds during the first nine months of 2022, while other cash received related to operating activities increased to RMB 45,876,079.11 from RMB 6,727,954.81 in the previous year[18]. - The company experienced a foreign exchange loss of RMB -52,623.13, which impacted the overall cash position[18]. Shareholder Information - The top shareholder, Shandong Longqi Island Construction Co., Ltd., holds 29.20% of the shares, totaling 83,336,631 shares[8]. Research and Development - Research and development expenses for the first three quarters of 2022 were CNY 5,110,389.78, a decrease of 22.5% compared to CNY 6,592,238.61 in the same period of 2021[14].

Financial Performance - The company's operating revenue for the first half of 2022 was ¥79,309,616.11, a decrease of 10.34% compared to ¥88,454,089.99 in the same period last year[20]. - The net profit attributable to shareholders of the listed company was -¥25,161,312.34, compared to -¥11,794,140.74 in the previous year, indicating a significant loss[20]. - The net cash flow from operating activities was -¥43,331,904.95, showing a deterioration compared to -¥336,965,619.84 in the previous year[20]. - The gross profit for the period was CNY 0.11 million, down from CNY 0.89 million, resulting in a gross margin of 0.14%, which is a decline of 8.75 percentage points year-on-year[29]. - The net loss attributable to the parent company was CNY 25.16 million, an increase in loss of CNY 13.37 million compared to a loss of CNY 11.79 million in the previous year[29]. - The company reported a net profit of -¥711.46 for the first half of 2022, compared to a profit of -¥907.03 in the same period last year[37]. - The company reported a net loss of CNY 1,458,489,866.99 in retained earnings, worsening from a loss of CNY 1,433,328,554.65[96]. - The total comprehensive loss for the first half of 2022 was RMB 29,556,113.92, compared to RMB 15,093,832.06 in the same period of 2021[102]. Assets and Liabilities - The total assets at the end of the reporting period were ¥563,058,211.59, down 6.42% from ¥601,682,856.58 at the end of the previous year[21]. - The net assets attributable to shareholders of the listed company decreased by 22.84% to ¥84,899,523.81 from ¥110,035,517.05 at the end of the previous year[21]. - Cash and cash equivalents decreased by 38.10% to ¥92,459,278.82, down from ¥149,371,048.47 in the previous year[33]. - Accounts receivable increased by 55.43% to ¥149,738,289.47, compared to ¥96,341,059.52 last year, due to delayed customer payments impacted by the pandemic[33]. - Total liabilities decreased from CNY 407,682,434.00 to CNY 398,613,902.93, a reduction of approximately 1.7%[96]. - Current liabilities totaled CNY 338,078,875.89, slightly down from CNY 341,281,856.26, indicating a decrease of about 0.6%[96]. - Non-current liabilities decreased from CNY 66,400,577.74 to CNY 60,535,027.04, reflecting a decline of approximately 8.2%[96]. Cash Flow - The company experienced a significant decrease in cash flow from financing activities, with a net cash inflow of CNY 7.83 million, down 95.45% from CNY 172.07 million in the previous year[32]. - Operating cash inflow from sales reached ¥100,465,506.25, a significant increase from ¥56,859,087.15 in the same period last year, reflecting a growth of approximately 76.7%[107]. - The ending cash and cash equivalents balance was ¥88,912,749.54, down from ¥204,129,574.48 at the end of the previous year, representing a decline of about 56.5%[107]. - The company achieved a cash inflow from operating activities of ¥69,800,615.21, down from ¥345,894,323.48 in the previous year, reflecting a decline of about 79.8%[109]. Research and Development - The company’s R&D expenses decreased by 16.01% to CNY 3.59 million from CNY 4.27 million in the previous year[32]. - Research and development expenses were RMB 3,585,969.33, down from RMB 4,269,391.43, representing a decrease of 16.1%[101]. Legal and Compliance Issues - The company is involved in significant litigation matters, including a loan dispute with Industrial Bank involving a claim amount of RMB 40 million, which has resulted in the freezing of funds totaling RMB 41.42 million[59]. - A contract dispute with Luzhou Yiyijiu has led to a claim of RMB 16.49 million, with the company having fully recognized an impairment loss of RMB 6.19 million related to this case[59]. - The company is facing a lawsuit from Jiangxi Xingtai for a contract dispute, demanding payment of RMB 13.83 million and associated penalties, with the company also facing a property freeze as a result[60]. - The company has been ordered to pay RMB 99.43 million in a ruling related to a contract dispute with Luzhou Yiyijiu, with both parties appealing the decision[59]. - The company has had its assets frozen amounting to RMB 36.27 million due to a lawsuit involving a creditor's revocation claim[60]. - The company is currently involved in multiple ongoing lawsuits, with hearings scheduled for various dates in 2022, indicating potential future financial implications[60]. Corporate Governance - The company committed to maintaining independence in management, ensuring that senior management personnel do not hold positions in other companies controlled by the controlling party[54]. - The company guarantees the independence of its assets, ensuring that all assets are under the control of the listed company and are independently owned and operated[54]. - The company has established an independent financial department and accounting system, ensuring independent financial decision-making and tax compliance[54]. - The company aims to minimize related party transactions and will conduct unavoidable transactions based on principles of openness, fairness, and justice[56]. Market and Industry Risks - The company highlighted the presence of industry and market risks in its report, urging investors to be cautious[7]. - The company's main business is in the research, production, and sales of smart terminal products, facing risks related to macroeconomic fluctuations and policy changes[39]. - The company operates in a highly competitive mobile terminal manufacturing sector, which may lead to operational risks if it fails to adapt to market changes in technology and product development[40]. - The company lacks core self-developed products, resulting in a low overall gross margin, which could be further pressured by intensified industry competition or rising costs[40]. - The company emphasizes the importance of retaining technical talent amidst increasing market competition for skilled professionals[40]. Financial Reporting and Audit - The report was not audited, and the management confirmed the accuracy and completeness of the financial report[5]. - The financial statements were approved by the board of directors on August 19, 2022[120]. - The financial statements are prepared based on the assumption of going concern, with no significant doubts about the company's ability to continue operations in the next 12 months[123]. Shareholder Information - The company has a total of 285,380,986 shares outstanding as of June 30, 2022, with 32,857,166 shares subject to lock-up conditions[118]. - The company has a total of 20,157 common shareholders as of the end of the reporting period[85]. - The combined shareholding of Shandong Longqi Island and its action in concert, Beijing Zhansheng, totals 106,102,233 shares, representing 37.18% of the total share capital[88].

Financial Performance - In 2021, the company achieved operating revenue of CNY 196.15 million, a decrease of 79.13% compared to the previous year, primarily due to the absence of certain smart home trade activities and the sale of a subsidiary[30]. - The net profit attributable to shareholders was a loss of CNY 59.62 million, significantly improved from a loss of CNY 258.45 million in the previous year, indicating a reduction in losses[30]. - The company reported a net cash flow from operating activities of -CNY 329.65 million, compared to a positive cash flow of CNY 13.56 million in 2020[30]. - The comprehensive gross profit for the period was CNY 11.19 million, a decrease of CNY 11.65 million from the previous year, with a gross margin of 5.70%, down 7.88 percentage points[45]. - The company reported a net loss attributable to shareholders of CNY -59.62 million for the year 2021, with the parent company achieving a net profit of -34.99 million yuan[113]. - The company reported a successful completion of the non-public issuance of shares, with commitments made to reduce and regulate related party transactions[124]. Assets and Liabilities - The total assets of the company decreased by 5.36% to CNY 601.68 million compared to the previous year[30]. - Cash and cash equivalents at the end of the period were 136.21 million, down 41.28% from 231.96 million in the previous year[62]. - Short-term borrowings increased by 53.75% to 900.66 million, reflecting an increase in bank credit[66]. - Accounts receivable rose by 125.64% to 963.41 million, driven by growth in manufacturing business[66]. - Inventory increased by 109.68% to 282.96 million, attributed to increased raw material preparations related to manufacturing[66]. - The company's debt-to-asset ratio decreased from 80.76% at the end of the previous year to 67.76%[168]. Governance and Compliance - The company has established a governance structure that ensures independence from its controlling shareholder, maintaining operational autonomy[87]. - The board closely monitored external financing and guarantees by subsidiaries to ensure compliance with decision-making procedures[89]. - The company emphasizes compliance in the use of raised funds, ensuring that funds are used efficiently and in accordance with regulations[79]. - The company has implemented measures to maintain the independence of its operations from its controlling shareholders[90]. - The company has established a complete governance structure, ensuring independent decision-making by its board and management[126]. Risks and Challenges - The company is subject to industry and market risks as outlined in the management discussion and analysis section[8]. - The overall profitability remains challenged due to rising costs of raw materials and the impact of the COVID-19 pandemic, necessitating further improvements in operational efficiency[47]. - The company faces risks related to macroeconomic fluctuations, industry competition, and potential talent loss, which could impact its operational performance[82]. Legal Matters - The company is involved in multiple lawsuits, including a case where the plaintiff is seeking payment for outstanding debts from the company and its subsidiaries[134]. - The company has incurred a total of RMB 14.55 million in legal fees and penalties related to various lawsuits[134]. - The company has reported ongoing litigation that may impact its financial position and operational strategy moving forward[134]. - The company has faced multiple lawsuits, with a total of CNY 0.59207 million in claims settled through mediation[140]. Research and Development - R&D expenses amounted to 8.70 million, representing 4.44% of operating revenue, with no capitalized R&D expenditures[60]. - The total number of R&D personnel is 20, accounting for 2.46% of the total workforce[61]. - The company has initiated new product lines, including small household appliances and national electric meter businesses, although these have not yet generated revenue[33]. Future Plans - The company aims to achieve an operating revenue of 800 million yuan in 2022, focusing on stabilizing profitability and optimizing business processes to reverse operating losses[76]. - The company plans to enhance its self-developed product ratio and upgrade product quality, while also exploring new market opportunities in small appliances and smart business sectors[76]. - The company will implement cost control measures and optimize inventory management to reduce procurement costs and improve financial data analysis[78].

证券代码：600898 证券简称：ST 美讯 公告编号：临 2023－36 国美通讯设备股份有限公司 关于召开 2022 年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 会议召开时间：2023 年 6 月 16 日(星期五)下午 13:00-14:00 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 6 月 9 日（星期五）至 6 月 15 日（星期四）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 gmtc600898@gometech.com.cn 进行提问。公司将在说明会上对投资者普遍关注 的问题进行回答。 国美通讯设备股份有限公司（下称"公司"）已于 2023 年 4 月 29 日发布公 司 2022 年年度报告，为便于广大投资者更全面深入地了解公司 2022 年度经营成 果、财务状况， ...

Financial Performance - The company's operating revenue for 2022 was CNY 117.8 million, a decrease of 39.94% compared to CNY 196.15 million in 2021[23]. - The net profit attributable to shareholders for 2022 was a loss of CNY 77.82 million, worsening from a loss of CNY 59.62 million in 2021[23]. - The revenue after deducting non-core business income was CNY 109.79 million, reflecting a decline of 40.49% from CNY 184.47 million in the previous year[23]. - The company’s financial performance has shown a consistent trend of losses over the past three years, with a total loss of CNY 258.45 million in 2020[23]. - The net profit attributable to the parent company's owners for 2022 was CNY -77.82 million, an increase in loss of CNY 18.20 million compared to the previous year[46]. - The company's gross profit for the period was CNY -2.18 million, a decrease of CNY 13.37 million, resulting in a gross margin of -1.85%, down 7.55 percentage points from the previous year[45]. - The weighted average return on equity was -109.31% for 2022, indicating significant financial challenges[25]. - The company reported a net loss of ¥86,780,952.30 for the year 2022, continuing a trend of losses since 2017[130]. - Revenue for 2022 was ¥117,800,445.50, a decrease of 39.94% compared to the previous year[130]. Assets and Liabilities - By the end of 2022, the net assets attributable to shareholders were 32.35 million yuan, a decrease of 70.60% compared to the end of 2021[24]. - Total assets decreased by 48.27% to ¥77,265,340.01, accounting for 18.81% of total assets[63]. - Current liabilities exceeded current assets by ¥55,577,300.62 as of December 31, 2022[130]. - The company's equity attributable to shareholders was ¥32,345,413.58 as of December 31, 2022[130]. - Total liabilities decreased from 407,682,434.00 to 303,195,334.59, a reduction of approximately 25.7%[200]. - Total equity decreased from 194,000,422.58 to 107,464,392.60, reflecting a decline of around 44.5%[200]. Cash Flow and Investments - The net cash flow from operating activities was -50.48 million yuan in the first quarter of 2022, but improved to 38.66 million yuan in the fourth quarter[26]. - Cumulative investment in fundraising projects reached 134.84 million yuan, with 6.14 million yuan pending payment[33]. - The ending balance of cash and cash equivalents was CNY 70,001,664.21, representing a decrease of 48.61% year-over-year[62]. - The company plans to permanently supplement working capital with 19.56 million yuan of surplus fundraising funds[34]. Business Strategy and Market Position - The company adjusted its business direction, shifting focus from traditional 3C products to automotive electronics and new energy sectors[35]. - The automotive electronics sector is seen as a new profit growth point, with traditional consumer electronics ODM manufacturers expanding into this area[73]. - The company plans to enhance its core business development and improve profitability by optimizing its business structure and exploring third-party collaborations[75]. - The demand for smart terminal products is expected to increase as market recovery progresses, driven by technological advancements and consumer innovation needs[72]. Governance and Compliance - The company has established a complete and reasonable corporate governance structure and internal control system[120]. - The company has held three shareholder meetings during the reporting period to ensure equal rights for all shareholders, particularly minority shareholders[84]. - The company strictly adhered to the insider information registration management system, maintaining confidentiality and compliance among directors and senior management[89]. - A total of 11 company regulations, including the Articles of Association and the Rules of Procedure for Shareholders' Meetings, were revised to enhance the corporate governance system[90]. Legal and Regulatory Issues - The company is involved in multiple legal disputes, with total claims amounting to 592.07 million yuan, including overdue payments and legal fees[144]. - The company has ongoing significant litigation matters, including a loan dispute with Industrial Bank involving a claim amount of 40.68 million yuan[141]. - The company has faced a ruling to pay 10.17 million yuan in compensation for unlawful termination of an employee's contract, with ongoing appeals[145]. - The company is actively managing its legal risks, with several cases still pending resolution in higher courts[145]. Environmental and Social Responsibility - The company invested 24.21 million yuan in environmental protection during the reporting period[122]. - The company has passed environmental management system certification ISO14001:2015 and hazardous substance process management system certification QC080000:2017[123]. - The company has implemented various safety production systems and measures to reduce energy consumption and pollution[123]. Future Outlook - In 2023, the company aims to achieve a revenue target of 300 million yuan and plans to turn a profit, focusing on optimizing business processes and expanding business channels[75]. - The company recognizes the need to address its low business scale and weak profitability as key challenges for 2023[75]. - The company aims to enhance its sustainable operational capabilities to ensure stable and sustainable development moving forward[75].

2023 年第一季度报告 证券代码：600898 证券简称：国美通讯 国美通讯设备股份有限公司 2023 年第一季度报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存 在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务信息 的真实、准确、完整。 第一季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 1 / 10 单位：元 币种：人民币 项目 本报告期 上年同期 本报告期比上年同期 增减变动幅度(%) 调整前 调整后 调整后 营业收入 11,812,650.07 51,456,459.13 51,456,459.13 -77.04 归属于上市公司股东的净利润 -16,289,119.16 -10,445,655.97 -10,231,756.91 不适用 归属于上市公司股东的扣除非 经常性损益的净利润 ...

证券代码：600898 证券简称：国美通讯 公告编号：临 2022-43 国美通讯设备股份有限公司 关于参加山东辖区上市公司 2022 年度投资者 网上集体接待日活动的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 为进一步加强与投资者的沟通交流，国美通讯设备股份有限公司（以下简称 "公司"）将参加由中国证监会山东监管局、山东上市公司协会联合举办的"山 东辖区上市公司 2022 年度投资者网上集体接待日活动"，现将有关事项公告如 下： 本次投资者网上集体接待日活动将通过深圳市全景网络有限公司提供的互 联网平台举行，投资者可以登录全景网"投资者关系互动平台"（http://ir.p5w.net/） 参与本次活动。网上互动交流时间为2022年11月16日（星期三）下午 14:00-16:00。 届时公司董事会秘书邵杰女士、财务总监郭晨先生将通过网络在线交流方 式，与投资者进行沟通交流。欢迎广大投资者积极参与。 特此公告。 国美通讯设备股份有限公司董事会 二〇二二年十一月十一日 ...