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中国长城:关于第二期股票期权激励计划调整的公告
2023-08-25 12:52
证券代码:000066 证券简称:中国长城 公告编号:2023-049 中国长城科技集团股份有限公司 关于第二期股票期权激励计划调整的公告 本公司及其董事会全体成员保证信息披露内容的真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 中国长城科技集团股份有限公司(以下简称"公司")于 2023 年 8 月 25 日 召开第七届董事会第九十七次会议、第七届监事会第四十一次会议审议通过了 《关于第二期股票期权激励计划调整的议案》,现将相关调整内容公告如下: 一、公司第二期股票期权激励计划已履行的相关程序 1.2020 年 9 月,公司董事会薪酬与考核委员会拟订了《中国长城科技集团 股份有限公司第二期股票期权激励计划(草案)》(以下简称"《第二期激励计划 (草案)》")等相关文件,并提交公司第七届董事会第四十六次会议审议。 2.2020 年 9 月 30 日,公司第七届董事会第四十六次会议、第七届监事会 第十七次会议召开,审议通过了《中国长城科技集团股份有限公司第二期股票期 权激励计划(草案)及其摘要》《中国长城科技集团股份有限公司第二期股票期 权激励计划管理办法》《中国长城科技集团股份有限公司第二期股票期权 ...
中国长城:关于对第七届董事会第九十七次会议相关事项发表独立意见的公告
2023-08-25 12:52
证券代码:000066 证券简称:中国长城 公告编号:2023-047 1.在防范资金占用方面,公司定有《防范控股股东及关联方资金占用管理办 法》,严格防范控股股东及关联方资金占用的风险,目前不存在因控股股东及其 关联方占用或转移公司资金、资产或其他资源而给公司造成损失或可能造成损失 的情形。 2.在公司对外担保方面,公司定有《担保管理制度》,严格按照有关规定规 范公司对外担保行为,控制公司对外担保风险,没有违反《上市公司监管指引第 8 号——上市公司资金往来、对外担保的监管要求》的事项发生,目前未有明显 迹象表明公司可能因对外担保中的被担保方违约而需承担担保责任。 第 1 页 共 3 页 中国长城科技集团股份有限公司独立董事 关于对第七届董事会第九十七次会议相关事项 发表独立意见的公告 根据《关于在上市公司建立独立董事制度的指导意见》《上市公司治理准则》 《中国长城科技集团股份有限公司(以下简称"公司")章程》《深圳证券交易 所股票上市规则》等有关规定,我们本着对公司、全体股东及投资者负责的态度, 在查阅有关规定后,就公司相关事项发表独立意见如下: 一、关于 2023 年半年度募集资金存放与实际使用情况专项 ...
中国长城:关于下属控股公司上市辅导备案的提示性公告
2023-08-08 10:17
证券代码:000066 证券简称:中国长城 公告编号:2023-043 中国长城科技集团股份有限公司 关于下属控股公司上市辅导备案的提示性公告 本公司及其董事会全体成员保证信息披露内容的真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 中国长城科技集团股份有限公司(以下简称"公司")下属控股公司长城信 息股份有限公司(以下简称"长城信息")为全国中小企业股份转让系统挂牌企 业,其证券简称为"长城信息",证券代码为 874148。截至本公告披露日,公 司通过全资子公司湖南长城科技信息有限公司持有长城信息 57%的股份。 一、长城信息公开发行股票并在北交所上市辅导情况 1.与招商证券股份有限公司签订书面辅导协议 根据长城信息已披露的最近两年财务报表及审计报告,长城信息 2021 年度 第 1 页共 2 页 中国长城科技集团股份有限公司 2023-043号公告 长城信息与招商证券股份有限公司(以下简称"招商证券")于 2023 年 8 月 4 日签署了《长城信息股份有限公司与招商证券股份有限公司关于向不特定合 格投资者公开发行并在北京证券交易所上市之辅导协议》。 2.提交辅导备案材料 2023 年 8 月 ...
中国长城(000066) - 2022 Q4 - 年度财报
2023-04-28 16:00
Financial Performance - The company's operating revenue for 2022 was ¥14,027,336,139.07, a decrease of 21.15% compared to ¥17,790,432,972.09 in 2021[15]. - The net profit attributable to shareholders for 2022 was ¥120,280,878.14, down 79.87% from ¥597,624,297.17 in 2021[15]. - The net profit after deducting non-recurring gains and losses was ¥11,287,020.78, a decline of 91.47% from ¥132,308,296.33 in 2021[15]. - The company's total assets increased by 3.55% to ¥33,871,519,457.55 at the end of 2022, compared to ¥32,710,739,585.26 at the end of 2021[15]. - The net assets attributable to shareholders rose by 40.77% to ¥13,666,552,661.22 at the end of 2022, up from ¥9,708,145,793.30 at the end of 2021[15]. - The company reported a net cash flow from operating activities of -401,639,226.91 yuan in 2022, a decrease of 24.56% compared to 2021[43]. - The company reported a net profit of -3.06 million RMB from the disposal of its subsidiary, China Electronics Technology Innovation and Intelligent Connection (Wuhan) Co., Ltd.[69]. - The company’s net profit for 2022 was RMB 221,041,952.03, with earnings per share of RMB 0.038[113]. Shareholder Information - The company reported a profit distribution plan of 0.07 yuan per 10 shares (including tax) for a total of 3,225,799,087 shares[4]. - The total distributable profit for 2022 was RMB 1,711,033,265.84 after accounting for the statutory surplus reserve and previous undistributed profits[113]. - The total number of shares held by the board members at the end of the reporting period was 279,000 shares, with no changes in the number of shares during the period[81]. - The largest shareholder, China Electronics Corporation, holds 39.35% of the shares, totaling 1,269,203,475 shares, with an increase of 53,724,928 shares during the reporting period[184]. - The company has a total of 10 major shareholders, with no reported related party transactions or concerted actions among them[185]. Corporate Governance - The company maintains a complete and independent governance structure, complying with relevant regulations and ensuring no significant discrepancies with the requirements set by the China Securities Regulatory Commission[76]. - The company has a clear asset ownership structure, with independent production systems and financial management, ensuring compliance with legal and regulatory requirements[77]. - The governance structure includes a board of directors, supervisory board, and shareholders' meeting, all functioning independently from the controlling shareholder[77]. - The company has committed to avoiding any potential competition with its controlling shareholder, China Electronics, and has adhered to this commitment[78]. - The company emphasizes the importance of maintaining diligent and responsible duties among its board and supervisory committee members during the transition period[82]. Research and Development - The company has over 1,300 patents and has built a technology innovation platform with 4 national-level and 13 provincial-level innovation platforms[25]. - The company completed the first version of the motherboard development testing for the S5000 series server products, becoming the first in the industry to do so[39]. - The company is investing 500 million RMB in new product development, focusing on AI and cloud computing technologies[89]. - Research and development (R&D) investment amounted to 1,501,305,559.47 yuan in 2022, representing an increase of 8.53% year-on-year, and accounting for 10.70% of operating revenue[42]. - The company launched the first fanless industrial control computer based on the domestic Feiteng D2000 processor, achieving market testing and customer trials[41]. Market Position and Strategy - The company aims to enhance its core competitiveness in the computing industry and system equipment sectors, focusing on self-reliance and innovation[22]. - The company continues to lead the domestic financial industry in intelligent self-service terminals, having partnered with 80 banks for its products[22]. - The company holds a 70% market share in the domestic high-performance server power supply sector, further solidifying its position among the top three globally[27]. - The company plans to strengthen its market development capabilities, targeting industries such as energy, electricity, telecommunications, transportation, and manufacturing[72]. - The company plans to explore investment and acquisition opportunities in key sectors to optimize its industrial structure[72]. Environmental Responsibility - The company is classified as a key pollutant discharge unit by environmental protection authorities[129]. - The wastewater treatment facility operates effectively, with lead concentration in wastewater below 0.1 mg/L, meeting industry standards[131]. - The company has established an emergency response plan for environmental incidents, which was approved in December 2021[131]. - China Great Wall Technology Group achieved a donation of over 3 million yuan to support poverty alleviation and rural revitalization efforts in 2022[136]. - The company has implemented an environmental management system and actively supervises its environmental protection measures, including wastewater treatment and waste disposal[134]. Financial Management - The company has engaged in multiple financing activities, including loans and credit facilities, to support its operational liquidity and expansion strategies[18][23][25][27]. - The company has established a credit limit of RMB 35 million with China Electric Finance Company, with a one-year term[58]. - The company has a total of RMB 100 million in entrusted loans with China Electronics Finance Co., Ltd., which has been fully utilized[154]. - The company has secured a comprehensive credit line of RMB 2.1 billion from China Construction Bank with a two-year term, with an outstanding loan balance of RMB 420 million as of December 31, 2022[165]. - The company has not engaged in any entrusted loan activities during the reporting period[164]. Related Party Transactions - The total amount of related party transactions for the year reached 874.13 million RMB, accounting for 1.88% of similar transactions[147]. - The company’s related party transactions are based on market prices and negotiated agreements, ensuring compliance with pricing principles[147]. - The company has not exceeded the approved transaction limits for related party transactions, which were set at 1.96 billion RMB for the year[147]. - The company reported a total of 87.41 million RMB in related party transactions with China Electronics Limited, which includes sales of goods[149]. - The company has no non-operating related party debts during the reporting period[152]. Employee Management - The total number of employees at the end of the reporting period was 15,905, including 1,047 at the parent company and 14,858 at major subsidiaries[106]. - The company plans to increase its workforce by 10% in 2023 to support its growth initiatives and new projects[89]. - The company has established a robust internal training system to foster a learning organization, enhancing employee capabilities for future challenges[109]. - The training program aims to improve employee skills across various domains, including R&D, management, and marketing, to support the company's strategic goals[109]. - The company emphasizes a performance-oriented compensation system, linking salary adjustments to company performance to enhance employee motivation[110].
中国长城(000066) - 2023 Q1 - 季度财报
2023-04-28 16:00
Financial Performance - The company's operating revenue for Q1 2023 was ¥2,198,572,939.49, a decrease of 22.29% compared to ¥2,829,164,461.45 in the same period last year[4] - The net profit attributable to shareholders was -¥305,225,491.02, worsening from -¥116,906,958.47 year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥372,209,646.54, compared to -¥103,091,018.84 in the previous year[4] - The weighted average return on net assets was -2.26%, compared to -1.13% in the same period last year[4] - The net profit fell to -¥298,053,401.56, reflecting a focus on core business and structural adjustments amid declining market demand[8] - The net profit for the current period is -298,053,401.56, compared to -107,679,889.52 in the previous period, indicating a significant increase in losses[19] - The total comprehensive income for the current period is -300,300,752.32, compared to -109,290,208.40 in the previous period[19] - The basic earnings per share decreased to -0.095 from -0.037, reflecting a worsening financial performance[19] Cash Flow - The net cash flow from operating activities was -¥292,802,510.21, a significant improvement from -¥1,881,934,901.14 in the same period last year[4] - Cash flow from operating activities was -¥292,802,510.21, a significant reduction due to strict inventory control[8] - The net cash flow from financing activities decreased by 118.01% to -¥547,672,244.26, as there were no fundraising activities in the current period[8] - The net cash flow from financing activities is -547,672,244.26, a decrease from 3,040,363,332.29 in the previous period, indicating a shift towards cash outflows[21] Assets and Liabilities - Total assets at the end of the reporting period were ¥32,467,162,607.79, down 4.15% from ¥33,871,519,457.55 at the end of the previous year[4] - The equity attributable to shareholders decreased by 2.15% to ¥13,372,762,680.10 from ¥13,666,552,661.22 at the end of the previous year[4] - Total liabilities decreased to CNY 17,905,811,973.97 from CNY 19,023,299,118.48, a reduction of 5.9%[17] - Current assets totaled CNY 19,037,593,665.32, down from CNY 20,433,824,344.43, a decrease of 6.8%[16] - Non-current assets slightly decreased to CNY 13,429,568,942.47 from CNY 13,437,695,113.12, a marginal decline of 0.1%[16] Income and Expenses - Total operating costs for the current period amount to CNY 2,526,122,210.10, down from CNY 2,976,966,671.05, reflecting a reduction of 15.1%[18] - Research and development expenses increased to CNY 336,971,292.86, up from CNY 289,718,974.34, representing an increase of 16.3%[18] - Investment income decreased by 191.79% to -¥54,390,121.09, significantly impacted by reduced profits from joint ventures[8] - The company reported a significant increase in investment losses from joint ventures, amounting to -62,582,488.83 compared to 53,765,400.85 previously[19] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 203,184[9] - The largest shareholder, China Electronics Corporation, holds 39.35% of the shares, totaling 1,269,203,475 shares[9] Strategic Initiatives - The company plans to continue using idle raised funds to temporarily supplement working capital, not exceeding RMB 1.8 billion for a period of 12 months[10] - The company has approved the use of idle raised funds for cash management, with a maximum amount of RMB 1 billion for a period of 12 months[10] - The company has signed multiple loan agreements with financial institutions, securing a total of RMB 5 billion in working capital loans with a one-year term[11] - The company has obtained a credit facility of RMB 1.6 billion from China Construction Bank with a three-year term[12] - The company has approved the disposal of certain equity stakes as part of its strategic adjustments[10] - The company expects to engage in daily related transactions with its controlling shareholder and other related parties, with an estimated total amount not exceeding RMB 2.338 billion for 2023[11] Other Information - The company reported a cash balance of approximately RMB 4.59 billion at the end of the reporting period, an increase from RMB 4.50 billion at the beginning of the year[14] - The company has approved the cancellation of 10.34 million stock options and 2.13 million reserved stock options under the second stock option incentive plan[10] - The company has signed a lease agreement with Shenzhen Rui Neng Micro Technology Co., Ltd. for a six-year term[11] - The company has not conducted an audit for the first quarter report[22]
中国长城:关于召开2022年度业绩说明会的公告
2023-04-24 11:31
本公司及其董事会全体成员保证信息披露内容的真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 中国长城科技集团股份有限公司(以下简称"公司"或"中国长城")将于 2023 年 4 月 29 日在《中国证券报》《证券时报》《上海证券报》及巨潮资讯 网(www.cninfo.com.cn)披露公司 2022 年年度报告。 为便于广大投资者更加全面深入地了解公司 2022 年度生产经营情况和发展 战略,公司将于 2023 年 5 月 4 日(星期四)14:00-16:00 召开 2022 年度业绩 说明会,相关事项说明如下: 一、说明会召开的时间、地点 1、召开时间:2023 年 5 月 4 日(星期四)14:00-16:00 2、会议召开方式:网络远程直播 证券代码:000066 证券简称:中国长城 公告编号:2023-021 中国长城科技集团股份有限公司 关于召开2022年度业绩说明会的公告 公司董事长谢庆林先生、董事兼总裁徐建堂先生、财务总监(总会计师)宋 金娣女士、董事会秘书王习发先生等(具体以当天实际参会人员为准)。 三、投资者参与方式 1、为充分尊重投资者、提升公司与投资者之间的交流效率,广大投资 ...
中国长城(000066) - 2014年7月23日投资者关系活动记录表
2022-12-08 08:10
Group 1: Company Strategy and Transformation - The company's strategic goal is to become a globally competitive provider of information infrastructure products and integrated solutions, focusing on government, military, public utilities, and enterprise clients, avoiding the mass consumer market [2][3] - Transformation measures include a focus on two types of services: developing specialized computers, servers, and storage solutions, and providing comprehensive and specialized solutions based on key industries [2][3] - The company emphasizes aligning with the needs of the state, shareholders, and the market to enhance customer experience and market competitiveness [2][3] Group 2: Financial and Operational Insights - The merger with China Electronics is expected to reduce management layers, shorten decision-making chains, and optimize resource allocation, benefiting future development [3] - The subsidiary, Guanjie Technology, contributes over 90% of the company's total revenue, highlighting its significance in the overall business structure [3] - The company has faced significant asset impairment losses due to the bankruptcy protection application of a major client, but has restructured its energy business to establish a full industry chain in the photovoltaic inverter sector [3] Group 3: Information Security Business - Information security is identified as a critical area for future product competition and a key step in the company's transformation, with a focus on hardware products and core technology breakthroughs [3] - The company aims to establish a leading position in the information security industry, leveraging resources from China Electronics to enhance its competitive edge [3]