天津七一二通信广播股份有限公司 章 程 （2023 年 8 月修订，尚待提交公司 2023 年第一次临时股东大会批准） 二○二三年八月 中文名称：天津七一二通信广播股份有限公司 第一章 总则 | 第一章 | 总则 3 | | --- | --- | | 第二章 | 经营宗旨和范围 4 | | 第三章 | 股份 5 | | | 第一节 股份发行 5 | | | 第二节 股份增减和回购 7 | | | 第三节 股份转让 9 | | 第四章 | 股东和股东大会 10 | | | 第一节 股东 10 | | | 第二节 股东大会的一般规定 13 | | | 第三节 股东大会的召集 17 | | | 第四节 股东大会的提案与通知 19 | | | 第五节 股东大会的召开 21 | | | 第六节 股东大会的表决和决议 25 | | 第五章 | 党委 32 | | 第六章 | 董事会 34 | | 第一节 | 董事 34 | | 第二节 | 董事会 38 | | 第七章 | 总经理及其他高级管理人员 45 | | 第八章 | 监事会 48 | | | 第一节 监事 48 | | | 第二节 监事会 48 | | 第九章 ...

Financial Performance - The company's operating revenue for Q1 2023 was RMB 472,426,069.83, representing a 15.28% increase compared to RMB 409,795,807.58 in the same period last year[4]. - Net profit attributable to shareholders was RMB 24,975,678.65, up 22.75% from RMB 21,489,193.98 year-on-year[4]. - The net profit after deducting non-recurring gains and losses increased by 56.08%, reaching RMB 20,768,970.00 compared to RMB 19,849,743.04 in the previous year[4]. - The net profit for Q1 2023 was CNY 28,513,909.94, an increase of 40.2% compared to CNY 20,346,363.64 in Q1 2022[18]. - Operating profit for Q1 2023 reached CNY 16,380,598.83, up 79.8% from CNY 9,106,459.84 in the same period last year[18]. - The company reported a total comprehensive income of CNY 28,513,909.94 for Q1 2023, compared to CNY 20,346,363.64 in Q1 2022[18]. Assets and Liabilities - The company's total assets at the end of Q1 2023 were RMB 9,636,441,261.64, a decrease of 1.90% from RMB 9,823,345,241.62 at the end of the previous year[5]. - Total liabilities as of March 31, 2023, were CNY 5,233,447,882.48, a decrease of 3.9% from CNY 5,448,865,772.40 at the end of 2022[15]. - The cash and cash equivalents decreased to CNY 594,912,126.23 from CNY 894,018,661.82 at the end of 2022, a decline of 33.5%[12]. - Cash and cash equivalents at the end of Q1 2023 amounted to CNY 576,523,854.76, compared to CNY 155,777,611.95 at the end of Q1 2022[21]. Shareholder Information - The top shareholder, Tianjin Zhibo Intelligent Technology Development Co., Ltd., holds 370,167,500 shares, accounting for 47.95% of the total shares[9]. - The company reported a total of 23,179 common shareholders at the end of the reporting period[9]. Cash Flow - The net cash flow from operating activities was negative at RMB -402,351,939.65, compared to RMB -101,944,807.36 in the previous year, indicating a decline in cash inflow from sales[4][8]. - Cash flow from operating activities showed a net outflow of CNY -402,351,939.65, compared to CNY -106,976,520.39 in Q1 2022[20]. - The company incurred a total operating cash outflow of CNY 806,896,695.94 in Q1 2023, compared to CNY 671,228,140.77 in Q1 2022[20]. - Investment activities generated a net cash inflow of CNY 122,911,412.06 in Q1 2023, contrasting with a net outflow of CNY -109,644,897.65 in Q1 2022[21]. Revenue and Costs - Total operating revenue for Q1 2023 was CNY 472,426,069.83, an increase of 15.3% compared to CNY 409,812,157.14 in Q1 2022[17]. - Total operating costs for Q1 2023 were CNY 454,712,377.98, up 14.6% from CNY 396,832,296.49 in Q1 2022[17]. - Total revenue from sales and services received in Q1 2023 was CNY 372,987,712.93, down 29% from CNY 524,576,867.59 in Q1 2022[20]. Research and Development - Research and development expenses in Q1 2023 amounted to CNY 126,531,442.37, slightly increasing from CNY 125,848,959.26 in Q1 2022[17]. Other Financial Metrics - The weighted average return on net assets was 0.58%, an increase of 0.02 percentage points compared to 0.59% in the same period last year[4]. - The basic earnings per share for Q1 2023 was RMB 0.032, an increase of 23.08% from RMB 0.028 in the same period last year[4]. - The basic earnings per share for Q1 2023 was CNY 0.032, an increase from CNY 0.026 in Q1 2022[18]. - The company received government subsidies amounting to RMB 1,984,805.78 during the quarter, which are closely related to its normal business operations[7]. - Accounts receivable as of March 31, 2023, reached CNY 2,982,730,546.94, compared to CNY 2,758,441,590.71 at the end of 2022, reflecting a growth of 8.1%[14]. - Inventory as of March 31, 2023, was CNY 3,573,786,861.57, an increase from CNY 3,454,626,322.22 at the end of 2022, indicating a rise of 3.5%[14]. - The company reported a tax expense of CNY -12,153,721.68 for Q1 2023, compared to CNY -11,261,791.45 in Q1 2022[18].

证券代码：603712 证券简称：七一二 公告编号：临 2023-017 天津七一二通信广播股份有限公司 关于召开 2022 年度业绩暨现金分红说明会的公告 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： 本次投资者说明会以视频结合网络互动召开，公司将针对 2022 年度经营成 果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范围 内就投资者普遍关注的问题进行回答。 二、 说明会召开的时间、地点 三、 参加人员 董事长：王宝先生 投资者可于 2023 年 5 月 5 日(星期五)至 5 月 11 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：712ir@712.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。 天津七一二通信广播股份有限公司（以下简称"公司"）已于 2023 年 3 月 31 日发布公司 2022 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，公司计划于 2023 年 5 月 12 ...

Financial Performance - The company achieved a net profit attributable to shareholders of RMB 774,915,942.07 in 2022, representing an increase of 11.09% compared to RMB 697,559,247.90 in 2021[14]. - Total operating revenue for 2022 was RMB 4,039,623,590.34, reflecting a year-on-year growth of 16.99% from RMB 3,452,894,374.41 in 2021[14]. - Basic earnings per share (EPS) for 2022 was RMB 1.00, up 11.11% from RMB 0.90 in 2021[15]. - The diluted EPS also stood at RMB 1.00, reflecting the same percentage increase of 11.11%[15]. - The weighted average return on equity (ROE) decreased to 19.50%, down 1.58 percentage points from 21.08% in 2021[15]. - The gross margin for the specialized wireless communication industry was 46.63%, a decrease of 2.64 percentage points compared to the previous year[30]. - The company reported a significant increase in revenue, achieving a total of 10 billion in 2022, representing a year-over-year growth of 15%[64]. - The net profit for 2022 reached approximately ¥776.49 million, compared to ¥701.07 million in the previous year, indicating a year-over-year increase of around 10.7%[152]. Cash Flow and Liquidity - The net cash flow from operating activities decreased significantly by 86.91% to RMB 44,857,156.71 in 2022, down from RMB 342,613,329.88 in 2021[14]. - Cash and cash equivalents increased by 116.13% to ¥894,018,661.82, up from ¥413,646,840.52 in the previous period, primarily due to increased collections at the end of the period[43]. - The company reported a significant decrease in net cash flow from operating activities, amounting to CNY 44,857,156.71, down 86.91% from the previous year[28]. - Cash inflow from operating activities was approximately ¥3.00 billion in 2022, down from ¥3.19 billion in 2021, a decrease of about 5.9%[156]. - The ending balance of cash and cash equivalents was 783,525,863.69 RMB, up from 301,126,760.71 RMB at the beginning of the year[159]. Assets and Liabilities - The company's total assets increased by 14.53% to RMB 9,823,345,241.62 at the end of 2022, compared to RMB 8,577,298,525.06 at the end of 2021[14]. - Total liabilities amounted to RMB 5,448,865,772.40, up from RMB 4,937,877,809.28, which is an increase of approximately 10.4%[146]. - The company's equity attributable to shareholders reached RMB 4,307,230,261.06, compared to RMB 3,632,104,847.33, representing a growth of around 18.6%[147]. - Accounts receivable rose significantly to RMB 2,758,441,590.71 from RMB 1,953,119,101.07, marking an increase of approximately 41.2%[145]. - The company's inventory decreased to RMB 3,454,626,322.22 from RMB 3,650,451,593.39, showing a decline of about 5.4%[145]. Research and Development - Research and development expenses amounted to CNY 809,375,059.94, reflecting a growth of 3.57% compared to the previous year[28]. - The company maintains a high R&D investment ratio of over 20%, ensuring its technological leadership and innovation capabilities[27]. - The number of R&D personnel reached 1,128, making up 49.58% of the total workforce[39]. - The company plans to maintain a high ratio of R&D investment to improve independent innovation capabilities and accelerate the conversion of research results[54]. - The company is focused on enhancing R&D efficiency and accelerating core technology breakthroughs in military wireless communication, focusing on anti-jamming technologies for airspace[54]. Market and Business Development - The company successfully completed a major project in military communication, enhancing its capabilities in aviation communication systems[21]. - The company secured contracts for satellite communication and navigation equipment, indicating strong market prospects in these areas[21]. - The company is focusing on the development of next-generation communication key technologies, with a complete research and production capability layout to meet user needs[25]. - The company is actively developing new generation rail transit wireless communication products, laying the foundation for expanding market share[25]. - The company aims to enhance its sustainability initiatives, targeting a 50% reduction in carbon emissions by 2030[64]. Governance and Compliance - The company has received a standard unqualified audit report from its auditing firm, Lixin Certified Public Accountants[2]. - The company held three shareholder meetings during the reporting period, ensuring compliance with legal requirements and facilitating shareholder participation[57]. - The board of directors convened six times, maintaining a rigorous governance structure and ensuring the protection of shareholder interests[58]. - The company is committed to ensuring compliance with legal regulations in all related party transactions and maintaining transparency in its operations[79]. - The company has committed to maintaining the independence of its controlling shareholder, ensuring no misuse of funds or interference in operational decisions[109]. Shareholder Information - The total number of ordinary shareholders as of the end of the reporting period is 17,566, down from 20,830 at the end of the previous month[126]. - The largest shareholder, Tianjin Zhibo Intelligent Technology, holds 370,167,500 shares, representing 47.95% of the total shares, with a decrease of 5,305,700 shares during the reporting period[127]. - The total remuneration for directors (excluding independent directors), supervisors, and senior management during the reporting period amounted to 8.2636 million yuan, while independent directors received a total of 482,400 yuan[71]. - The company has not reported any changes in shareholding for the Vice Chairman and other directors during the reporting period[63]. - The company has not faced any delisting risks or bankruptcy restructuring matters during the reporting period[112]. Environmental and Social Responsibility - The company invested 1.536 million yuan in environmental protection during the reporting period[98]. - The company has established a complete environmental management system and obtained ISO14001 certification[99]. - The company was recognized as a "National Green Factory" and a benchmark unit for energy conservation and carbon reduction in 2022[101]. - The company has actively promoted energy-saving and carbon reduction knowledge among employees to enhance environmental awareness[103]. - The company has made significant investments in pollution prevention and control, continuously improving its environmental monitoring management plan[103].

Group 1: Company Overview - The company is a core supplier of private network wireless communication products and overall solutions in China, recognized as a national high-tech enterprise and a national technology innovation demonstration enterprise [3] - The main business areas include military wireless communication and civilian wireless communication, with a focus on advancing the development of the private network wireless communication industry in China [3] Group 2: Military Communication Products - The company is one of the earliest developers and manufacturers of military wireless communication equipment in China, offering a complete range of research and production qualifications [3] - Products include handheld, backpack, vehicle-mounted, airborne, and shipborne equipment, covering a wide range from shortwave to satellite communication [3] - The company has established a comprehensive research and production capability layout to meet future equipment demands over the next five to ten years [3] Group 3: Civilian Communication Products - The company has developed next-generation communication systems, including 5G equipment for vehicles and urban rail transit dispatch communication systems [4] - In 2021, the company completed various projects, enhancing its core competitive advantage in civilian communication products [4] Group 4: Financial Performance - In 2021, the company achieved operating revenue of 3.451 billion yuan, a year-on-year increase of 28% [4] - The net profit attributable to shareholders was 688 million yuan, up 31.58% year-on-year, with basic earnings per share of 0.89 yuan, a 30.88% increase [4] - In Q1 2022, the company reported operating revenue of 410 million yuan, an 18.24% year-on-year increase, and a net profit of 21.49 million yuan, up 26.69% year-on-year [4] Group 5: Research and Development - R&D expenses in 2021 were 775 million yuan, a 34.17% increase year-on-year, primarily due to increased investment in R&D and product technology innovation [5] - The proportion of personnel costs in R&D expenses is approximately 36%, with a year-on-year increase of 19% due to a rise in the number of R&D personnel and their salaries [5] Group 6: Management and Sales Expenses - Management expenses in 2021 were 183 million yuan, a 42.45% increase year-on-year, mainly due to the cessation of national social security reductions and rising operational costs [5] - Sales expenses were 68 million yuan, up 18.22% year-on-year, attributed to the expansion of sales scale and corresponding increases in personnel compensation and travel expenses [5] Group 7: Inventory and Risk Management - As of the end of 2021, the company's inventory was 3.681 billion yuan, a year-on-year increase of 30.83%, primarily due to order growth and concentrated reserves [5] - The company conducts regular impairment tests on inventory, indicating a low overall risk of impairment [5] Group 8: Corporate Reform - The company is actively implementing the "Three-Year Action Plan for State-Owned Enterprise Reform," focusing on improving corporate governance and enhancing market-oriented mechanisms [5]

Group 1: R&D Investment - The company's R&D expenses for 2021 amounted to 775 million CNY, representing a year-on-year increase of 34.17% [2] - The R&D expenditure to revenue ratio has consistently remained above 20% in recent years, indicating a strong commitment to innovation [4] - The company aims to enhance R&D efficiency by implementing strict management and evaluation of research funding [3] Group 2: Corporate Strategy and Performance - The company is actively implementing the "Three-Year Action Plan for State-Owned Enterprise Reform" to improve governance and market-oriented personnel selection [3] - Future growth strategies include focusing on high-end, high-quality, and high-tech development while leveraging capital market resources [3] - The company achieved good operating results in 2021, expanding both customer and product boundaries [4] Group 3: Market Communication and Shareholder Engagement - The company plans to maintain active communication with the capital market and ensure compliance with information disclosure obligations regarding stock buybacks or equity incentives [3] - The management emphasizes the importance of steady operational performance to provide good returns to shareholders [3]

Financial Performance - The company achieved a net profit attributable to shareholders of RMB 688,298,268.44 in 2021, representing a 31.58% increase from RMB 523,083,902.76 in 2020[5]. - Total operating revenue for 2021 was RMB 3,450,935,749.33, marking a 28.00% increase compared to RMB 2,696,095,416.32 in 2020[21]. - The basic earnings per share for 2021 was RMB 0.89, up 30.88% from RMB 0.68 in 2020[23]. - The company's total assets increased by 24.91% to RMB 8,587,708,564.75 at the end of 2021, compared to RMB 6,874,899,063.96 at the end of 2020[21]. - The net assets attributable to shareholders rose by 20.34% to RMB 3,615,253,837.70 at the end of 2021, compared to RMB 3,004,155,569.26 at the end of 2020[21]. - The cash flow from operating activities showed a significant decrease of 58.38%, amounting to RMB 334,549,043.62 in 2021, down from RMB 803,856,496.42 in 2020[21]. - The weighted average return on equity increased to 20.88% in 2021, compared to 18.90% in 2020, reflecting a growth of 1.98 percentage points[23]. - The company reported a significant increase in inventory, leading to a decrease in net cash flow from operating activities compared to the same period last year[26]. Dividend and Shareholder Information - The company plans to distribute a cash dividend of RMB 1.0 per 10 shares to all shareholders, based on the total share capital as of the dividend record date[5]. - The company achieved a net profit attributable to shareholders of the listed company reached CNY 688.30 million, an increase of 31.58% compared to the previous year[31]. - The company has maintained a high R&D investment ratio of over 20%, enhancing its technological leadership and innovation capabilities[41]. Research and Development - The company has established a comprehensive service system covering the entire product lifecycle, enhancing customer satisfaction and service quality[42]. - The company is actively developing new generation rail and urban rail communication products, laying the foundation for market expansion[40]. - The company's total R&D expenses for 2021 amounted to ¥775,435,751.76, representing 22.47% of total revenue, indicating a strong commitment to innovation and technology development[56][59]. - The company is focusing on research and development of new technologies to enhance product offerings and maintain competitive advantage[95]. Market Expansion and Strategy - The company aims to enhance its market share in military communication by focusing on systematization, networking, and diversified product offerings[72]. - The company plans to leverage advanced communication technologies, including quantum communication and cognitive communication, to improve military communication capabilities[72]. - The company is committed to expanding its presence in the civil wireless communication sector, particularly in railway and urban rail transit communications, with significant investments planned[73]. - The company is expanding its market share in the railway and urban rail transit sectors while maintaining its original market share in civil communication products[78]. Governance and Compliance - The company has held three shareholder meetings and seven board meetings during the reporting period, ensuring compliance with governance regulations[83][85]. - The company maintains independence from its controlling shareholder, ensuring no adverse effects on governance structure or shareholder interests[84]. - The company has not faced any penalties from securities regulatory authorities in the past three years, indicating compliance with regulations[106]. - The company has confirmed that there are no major non-operating fund occupations by controlling shareholders or related parties during the reporting period[148]. Risks and Challenges - The company faces risks related to R&D investment, including the potential for high costs and long development cycles without guaranteed revenue[79]. - The company is addressing the risk of intensified market competition due to the increasing number of competitors in the military-civilian integration sector[80]. - The company is working to mitigate production cost increases caused by fluctuations in the prices of upstream chips and components[80]. Related Party Transactions - The total amount of related party transactions during the reporting period was RMB 29,255.18 million, with no significant adverse impact on the company's independence, financial status, or operating results[156]. - The company purchased materials from Tianjin Tongguang Group Co., Ltd. for RMB 7,821.10 million, which was 41.59% higher than the market price[155]. - The company engaged in transactions with Tianjin Jinguang Technology Co., Ltd. for RMB 4,319.03 million, representing a 22.97% premium over market pricing[155]. Employee and Operational Efficiency - The company has implemented a dynamic salary management policy to enhance employee motivation and performance[121]. - The company has established a comprehensive training system to enhance the skills and performance of its core talent[122]. - The company achieved a significant increase in employee satisfaction, with a score of 97.65% in the latest internal survey[92]. Environmental and Social Responsibility - The company has established a complete environmental management system and obtained ISO14001 certification[133]. - The company was recognized as a "National Green Factory" and included in the 2021 Green Manufacturing List by the Ministry of Industry and Information Technology[135]. - The company spent approximately 230,000 yuan on poverty alleviation and agricultural assistance, benefiting local farmers and enhancing employee welfare[138].

Financial Performance - The company achieved a net profit attributable to shareholders of RMB 523,083,902.76 in 2020, representing a 51.48% increase from RMB 345,316,672.44 in 2019[4]. - Total operating revenue for 2020 was RMB 2,696,095,416.32, a 25.95% increase compared to RMB 2,140,653,347.67 in 2019[18]. - The net cash flow from operating activities reached RMB 803,856,496.42, marking a significant increase of 263.35% from RMB 221,236,494.68 in 2019[18]. - Basic earnings per share rose to RMB 0.68 in 2020, up 51.11% from RMB 0.45 in 2019[20]. - The company's total assets increased by 25.81% to RMB 6,874,899,063.96 at the end of 2020, compared to RMB 5,464,685,186.98 at the end of 2019[18]. - The weighted average return on net assets improved to 18.90% in 2020, an increase of 4.53 percentage points from 14.37% in 2019[20]. - The net assets attributable to shareholders reached RMB 3,004,155,569.26 at the end of 2020, reflecting a 17.43% increase from RMB 2,558,271,666.50 at the end of 2019[18]. - The company reported a net profit excluding non-recurring gains and losses of RMB 501,244,605.01, which is a 55.14% increase from RMB 323,101,063.01 in 2019[18]. Cash Flow and Investments - The company achieved a significant increase in accounts receivable financing, with a year-end balance of ¥566,650,881.06, reflecting improved financial management[25]. - The company’s investment activities resulted in a net cash outflow of CNY 219.52 million, primarily due to increased equity investments[43]. - The company reported a total cash inflow from financing activities of CNY 271,248,373.01, down from CNY 420,773,210.29 in the previous year, indicating a decline of about 35.5%[166]. - The total cash and cash equivalents at the end of the period reached CNY 742,294,744.20, up from CNY 450,207,486.65, showing a net increase of CNY 292,087,257.55[166]. Research and Development - The company has increased its R&D investment, maintaining a high ratio of R&D spending to support technological leadership and innovation[28]. - Research and development expenses amounted to CNY 577,940,155.40, reflecting a 22.09% increase year-on-year[32]. - The company reported a 30% increase in R&D spending, totaling $100 million in 2020, to support technological advancements[115]. Market and Business Strategy - The company is focusing on military and civilian wireless communication sectors, with strategic plans for technological innovation and market expansion[26]. - The company is actively developing next-generation railway wireless communication products based on 5G-R technology, aiming to capture market opportunities[27]. - The company expanded its military communication business, with multiple new orders increasing in the market, particularly in ground wireless communication products[30]. - In the civil communication sector, the company signed contracts for railway wireless communication equipment with various railway authorities, successfully entering the 4G private network market[30]. Shareholder and Governance - The company plans to distribute a cash dividend of RMB 1.0 per 10 shares to all shareholders, based on the total share capital as of the dividend record date[4]. - The company has committed to actively fulfilling its promises and accepting supervision from regulatory agencies and the public[65]. - The company will not transfer or manage its shares for six months following the signing of the commitment letter[64]. - The company has committed to ensuring that its operations do not compete directly or indirectly with its subsidiary, Seven One Two, and will supervise compliance with this commitment[66]. Compliance and Audit - The company has maintained good integrity status, with no significant debts or court judgments unfulfilled during the reporting period[73]. - The internal control audit was also conducted by Lixin Accounting Firm, with a fee of 530,000 RMB[72]. - The audit report does not cover other information included in the annual report, and no significant misstatements were identified in that information[148]. Environmental and Social Responsibility - The company has established a complete environmental management system and obtained ISO 14001 certification[91]. - The company has committed to increasing its environmental protection investments and enhancing employee awareness of energy conservation and carbon reduction[91]. - The company allocated RMB 11.816 million for poverty alleviation efforts in Tianjin[86]. Employee and Talent Management - The company has implemented a three-year action plan for talent development, focusing on cultivating leadership and specialized skills[90]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 10.6369 million yuan, while independent directors received a total of 480,000 yuan[123]. - The company is committed to enhancing its compensation policies to attract and retain talent, thereby increasing core competitiveness[126]. Financial Position - The total liabilities reached ¥3,870,743,494.70 in 2020, compared to ¥2,906,413,520.48 in 2019, marking an increase of 33.2%[155]. - Shareholders' equity totaled ¥3,004,155,569.26 in 2020, up from ¥2,558,271,666.50 in 2019, indicating a growth of 17.4%[155]. - The company’s retained earnings increased to ¥1,147,262,408.71 in 2020, up from ¥754,413,817.83 in 2019, representing a growth of 52.1%[155].