本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、董事会会议召开情况 中嘉博创信息技术股份有限公司（以下简称"公司"）的本次会议书面通知，于 2023 年 8 月 2 日以本人签收或电子邮件方式发出。2023 年 8 月 8 日上午，公司董事会以通 讯方式召开第八届董事会 2023 年第四次会议。本次会议由公司董事长吴鹰主持，应到 董事 7 人，实到董事 7 人，公司监事、高级管理人员列席了会议。会议的召开符合有 关法律、行政法规、部门规章、规范性文件和《公司章程》的规定。 二、董事会会议审议情况 1、与会董事以 7 人同意、无反对和弃权的表决结果，审议通过了《关于成立特别 调查委员会的议案》。 为尽早恢复对子公司北京中天嘉华信息技术有限公司（以下简称"嘉华信息"）的 控制、撤销公司股票交易的其他风险警示，保证公司持续、规范、健康地发展，根据 《中华人民共和国公司法》、《上市公司治理准则》、《公司董事会议事规则》及其他有 关规定，董事会同意公司设立特别调查委员会作为失控事件的调查机构和恢复控制方 案的执行机构。此次成立特别调查委员会主要是针对公司对子公司恢复 ...

证券代码：000889 证券简称：ST 中嘉 | --- | --- | --- | |------------------------|----------------------------------------------------------------------|-----------------------------------------------------------| | | □ 特定对象调研 □ | 分析师会议 | | 投资者关系 | □ 媒体采访 √ | 业绩说明会 | | 活动类别 | □ 新闻发布会 □ | 路演活动 | | | □ 现场参观 | | | | □ 其他 | | | 参与单位名称及人员姓名 | 投资者网上提问 | | | 时间 | 2023 年 5 月 30 日 | 14:00-17:00 | | 地点 | 公司通过全景网"投资者关系互动平台"（采用网络远程的方式召开业绩说明会 | https://ir.p5w.net） | | 上市公司接待 | 1、董事长：吴鹰 | | | 人员姓名 | 2、证券事务代表：张海英 | | | | 公司于 2023 年 5 ...

证券代码：000889 证券简称：ST 中嘉 公告编号：2023-21 中嘉博创信息技术股份有限公司 关于参加河北辖区上市公司2023年投资者 网上集体接待日活动的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 为进一步加强与投资者的互动交流，中嘉博创信息技术股份有限公司（以下简 称"公司"）将参加由河北证监局、河北省上市公司协会与深圳市全景网络有限公司 联合举办的"2023 年河北辖区上市公司投资者集体接待日活动"，现将相关事项公 告如下： 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net），或关注微信公众号：全景财经，或下载全景路演 APP,参与 本次互动交流，活动时间为 2023 年 5 月 30 日（周二）15:00-17:00。届时公司高管 将在线就公司 2022 年度业绩、公司治理、发展战略、经营状况和可持续发展等投资 者关心的问题，与投资者进行沟通与交流，欢迎广大投资者踊跃参与！ 特此公告。 中嘉博创信息技术股份有限公司董事会 2023 年 5 月 26 日 ...

Business Transformation - The company reported a significant transformation in its main business focus, shifting from retail to information transmission and communication network maintenance after the 2015 restructuring[18]. - The company’s main business now includes intelligent information transmission and communication network maintenance, following the exclusion of Jia Hua Information from the consolidated financial statements in October 2021[18]. - The company anticipates continued growth in the mobile information service industry, driven by the increasing demand for enterprise messaging services[28]. - The introduction of 5G messaging services is expected to enhance the company's offerings and position in the market[33]. - The company aims to achieve dual growth in revenue and profit from its main business of information intelligent transmission and communication network maintenance[116]. Financial Performance - The company's operating revenue for 2022 was ¥1,516,365,804.57, a decrease of 22.28% compared to ¥1,951,112,591.19 in 2021[20]. - The net profit attributable to shareholders for 2022 was -¥78,869,762.33, showing a significant improvement of 96.07% from -¥2,004,872,823.39 in 2021[20]. - The total assets at the end of 2022 were ¥1,298,127,445.75, a decrease of 12.05% from ¥1,475,971,339.40 at the end of 2021[20]. - The company reported a weighted average return on equity of -26.42% for 2022, an increase of 123.16 percentage points from -149.58% in 2021[20]. - The company recorded non-operating income of ¥6,288,988.01 in 2022, a significant recovery from a loss of -¥274,255,121.88 in 2021[24]. Risk Management - The company faced risks including potential goodwill impairment, increased customer concentration in information services, and competition in communication network maintenance technology[3]. - The company emphasizes the importance of risk awareness regarding forward-looking statements in its annual report[3]. - The company’s financial report includes a detailed discussion of risks and countermeasures in the management analysis section[3]. - The company is facing significant arbitration risks due to disputes arising from the 2018 restructuring transaction, with part of its bank accounts and subsidiaries' equity frozen[123]. - The company recognizes the risks posed by new technology replacements and is focused on upgrading its services to meet market demands[125]. Governance and Compliance - The company maintains complete independence from its controlling shareholders in terms of assets, personnel, finance, organization, and business operations[131]. - The company has established an independent financial department with a standardized financial accounting system and independent bank accounts[132]. - The company’s governance structure is compliant with legal and regulatory requirements, ensuring equal rights for all shareholders, especially minority shareholders[130]. - The company has a commitment to transparency and information disclosure, enhancing stakeholder trust and compliance with social responsibilities[130]. - The company has not reported any significant discrepancies between its governance practices and the regulations set forth by the China Securities Regulatory Commission[130]. Research and Development - The company is investing in R&D for new technologies, with a budget allocation of $10 million for the upcoming year to enhance product offerings[141]. - R&D investment amounted to ¥60,093,280.14 in 2022, a decrease of 9.48% compared to ¥66,385,193.30 in 2021, while the proportion of R&D investment to operating revenue increased by 0.56 percentage points to 3.96%[91]. - The company is developing a new type of solar energy panel that can store solar energy during the day and release it at night, achieving a luminous duration of over 10 hours and an efficiency improvement of 30%[89]. - The company has completed the development of 5G gateway devices, obtaining 2 utility model patents, which will enhance its market competitiveness in the 5G terminal network[85]. - The company is enhancing its communication network technology services through various innovative projects and patent applications[86]. Customer and Market Engagement - The company has established strong partnerships with major clients such as JD.com, Tencent, and Alibaba, enhancing its market influence[38]. - The company serves over 10,000 clients, with more than 700 million end users, indicating a strong customer base and market presence[63]. - The company aims to enhance customer engagement through digital platforms, aiming for a 30% increase in online interactions[139]. - The company plans to enhance its market share and customer base while providing more value-added services in 2023[114]. - The company is focused on expanding its business capabilities and revenue sources through the development of new technologies and products[85]. Employee and Management Structure - The total number of employees at the end of the reporting period was 3,855, with 3,739 from Guangdong Changshi Communication Technology Co., Ltd.[161]. - The company emphasizes a competitive and fair employee compensation system, linking salary increases to company performance[164]. - The company has implemented a performance assessment system based on key performance indicators (KPIs) to enhance employee motivation and improve overall operational efficiency[88]. - The company has a structured remuneration decision-making process involving the board's remuneration and assessment committee[147]. - The company has maintained a consistent payment schedule for its directors and senior management, paying remuneration monthly[147]. Environmental and Social Responsibility - The company emphasizes environmental protection and sustainable development, focusing on low energy consumption and the use of eco-friendly materials in its operations[183]. - The company actively participates in social responsibility initiatives, including donations to disaster relief efforts and support for local communities, such as a donation of 2.39 million yuan for fire disaster relief[184]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[178]. - The company has established a robust investor protection framework, ensuring timely and accurate information disclosure and engaging with investors through various channels[179]. - The company emphasizes employee rights and welfare, adhering to labor laws and providing a safe working environment[180].

Financial Performance - The company's operating revenue for Q1 2023 was ¥355,824,361.94, a decrease of 15.91% compared to ¥423,145,259.68 in the same period last year[4] - The net profit attributable to shareholders was -¥6,856,732.90, showing an improvement of 23.82% from -¥9,000,197.45 year-on-year[4] - The total operating revenue for the current period is ¥355,824,361.94, a decrease of 16.0% from ¥423,145,259.68 in the previous period[18] - Net profit for the current period is -¥6,861,678.77, an improvement of 26.0% compared to -¥9,262,085.80 in the previous period[19] - The total comprehensive income for the current period is -¥6,861,678.77, an improvement from -¥9,262,085.80 in the previous period[19] Cash Flow and Operating Activities - The net cash flow from operating activities was -¥177,010,321.77, which is a 21.85% improvement compared to -¥226,505,604.63 in the previous year[4] - Cash received from operating activities increased by 93.89% to ¥307.88 million, mainly due to the recovery of prior year prepayments[8] - Operating cash flow for the current period is -¥177,010,321.77, an improvement from -¥226,505,604.63 in the previous period[21] - The company received cash from financing activities totaling ¥10,000,000.00, a significant decrease from ¥80,171,653.98 in the previous period[22] - The company paid out ¥40,171,653.98 in debt repayment during the current period, consistent with the previous period's payment of ¥80,000,000.00[22] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,139,471,258.47, down 12.22% from ¥1,298,127,445.75 at the end of the previous year[4] - Current assets decreased from CNY 878,999,547.06 to CNY 715,655,240.34, a reduction of about 18.63%[15] - The total liabilities decreased from CNY 1,036,449,920.62 to CNY 884,655,412.11, a decline of about 14.66%[16] - The company's cash and cash equivalents dropped significantly from CNY 267,786,487.92 to CNY 54,562,127.10, a decrease of approximately 79.66%[14] - Short-term borrowings decreased from CNY 55,937,178.87 to CNY 25,030,560.26, a reduction of approximately 55.32%[16] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 38,640[10] - The top shareholder, Xiaochang Yingxi Valley Investment Center, holds 22.18% of the shares, with 57 million shares pledged[10] Expenses - The company reported a 51.24% decrease in selling expenses, attributed to reduced customer development and promotional costs[7] - Research and development expenses for the current period are ¥14,965,855.09, down 13.4% from ¥17,294,984.02 in the previous period[18] Other Financial Metrics - Non-recurring gains and losses totaled ¥1,700,343.99, primarily from government subsidies and other income[5] - The company's inventory increased from CNY 50,454,201.35 to CNY 54,518,648.55, reflecting an increase of about 8.43%[15] - Accounts receivable increased from CNY 439,047,823.31 to CNY 483,704,512.34, reflecting an increase of approximately 10.16%[14] - The company reported a net loss of CNY 2,275,959,518.49 in retained earnings, compared to a loss of CNY 2,269,102,785.59 at the beginning of the year[17] - The total equity attributable to shareholders decreased from CNY 261,297,684.71 to CNY 254,440,951.81, a decline of about 2.93%[17]

编号：2020-01 证券代码：000889 证券简称：中嘉博创 中嘉博创信息技术股份有限公司投资者关系活动记录表 | --- | --- | --- | |-----------------------|-----------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

编号：2018-02 证券代码：000889 证券简称：中嘉博创 中嘉博创信息技术股份有限公司投资者关系活动记录表 | --- | --- | --- | |-------------------------|--------------------------------|-------------------------------------------------------------------| | | | | | 投资者关系活动 | √ 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 | □ 业绩说明会 | | | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 人员姓名 | 华夏基金张景松、长江证券梁程加 | | | 时间 | 2018 年 12 月 13 | 日 | | 地点 | 北京市公司会议室 | | | 上市公司接待人 | 董事会秘书束海峰 | | | 员姓名 | | | | 投资者关系活动 | 1 | 、公司为什么改名字叫中嘉博创？ | | 主要内容介绍 | | 公司原控 ...

编号：2019-01 证券代码：000889 证券简称：中嘉博创 中嘉博创信息技术股份有限公司投资者关系活动记录表 | --- | --- | --- | |-----------------------------|---------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥410,587,163.79, a decrease of 25.83% compared to the same period last year[4]. - Total operating revenue for Q3 2022 was CNY 1,234,003,149.29, a decrease of 26.6% compared to CNY 1,682,129,680.92 in the same period last year[19]. - The net profit attributable to shareholders was -¥4,549,051.32, representing a 50.91% increase in losses year-over-year[4]. - Net loss for Q3 2022 was CNY 25,507,626.08, an improvement from a net loss of CNY 44,141,620.79 in Q3 2021[20]. - The total comprehensive income attributable to the parent company for Q3 2022 was -25,544,056.30 CNY, compared to -44,189,282.87 CNY in Q3 2021, showing an improvement of approximately 42.2% year-over-year[21]. - The company’s total comprehensive income for Q3 2022 was -25,507,626.08 CNY, compared to -44,141,620.79 CNY in Q3 2021, indicating a year-over-year improvement of about 42.2%[21]. Cash Flow and Liquidity - The net cash flow from operating activities was -¥210,393,732.44, a decrease of 25.12% compared to the same period last year[4]. - The net cash flow from operating activities for Q3 2022 was -210,393,732.44 CNY, an improvement from -280,962,086.66 CNY in the same period last year, reflecting a reduction of about 25%[21]. - Cash inflow from operating activities totaled 1,240,969,680.38 CNY, down 30.8% from 1,792,254,966.32 CNY in Q3 2021[21]. - Cash outflow from operating activities was 1,451,363,412.82 CNY, a decrease of 30% compared to 2,073,217,052.98 CNY in the previous year[21]. - The net cash flow from investing activities was -7,489,940.96 CNY, compared to -60,434,766.62 CNY in Q3 2021, indicating a significant improvement of approximately 87.6%[22]. - The net cash flow from financing activities was -62,838,706.32 CNY, an improvement from -130,792,342.54 CNY in the same quarter last year, reflecting a reduction of about 52%[22]. - The ending cash and cash equivalents balance was 92,260,700.29 CNY, down from 235,355,782.39 CNY in Q3 2021, representing a decline of approximately 60.8%[22]. Assets and Liabilities - Total assets at the end of the reporting period were ¥1,264,419,434.80, down 14.33% from the end of the previous year[4]. - The company's total assets decreased to CNY 1,264,419,434.80 from CNY 1,475,971,339.40, a decline of 14.3%[17]. - Total liabilities decreased to CNY 951,489,830.33 from CNY 1,137,534,108.85, a reduction of 16.4%[17]. - The company's equity attributable to shareholders decreased by 7.56% to ¥312,377,078.74 compared to the end of the previous year[4]. - The company's cash and cash equivalents decreased from 383,727,988.88 RMB at the beginning of the year to 101,857,741.30 RMB by September 30, 2022, a decline of approximately 73.5%[14]. - The total current assets decreased from 1,009,325,290.33 RMB to 809,355,119.38 RMB, a decline of about 19.8%[14]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 43,458[10]. - The largest shareholder, Xiaochang Yingxi Valley Investment Center, holds 22.18% of shares, with 207,705,182 shares pledged and 21,930,000 shares frozen[10]. - Liu Yingkui, a significant shareholder, has 8.98% of shares, totaling 84,061,447, all of which are frozen[10]. - The company has not identified any related party relationships or concerted actions among its top shareholders[10]. Operational Highlights - The company reported a 100% decrease in investment income, attributed to the recovery of equity investment funds in the previous year[8]. - Government subsidies recognized in the current period amounted to ¥2,523,116.70, indicating a significant increase in non-operating income[5]. - The company did not engage in any equity acquisition payments during the current period, resulting in a 100% decrease in cash outflows for such activities[8]. - Research and development expenses for Q3 2022 were CNY 47,927,735.13, down from CNY 56,450,715.80, a decrease of 15.5%[20]. - The company reported a significant decrease in financial expenses, which were CNY 3,235,234.86 compared to CNY 22,042,165.25 in the previous year[20]. - The company is involved in a significant arbitration matter related to a 2018 asset purchase agreement, which poses a major arbitration risk[13].

Financial Performance - The company's operating revenue for the first half of 2022 was ¥823,415,985.50, a decrease of 27.04% compared to the same period last year[18]. - The net profit attributable to shareholders was a loss of ¥20,995,004.98, an improvement of 39.88% from a loss of ¥34,922,259.32 in the previous year[18]. - The net cash flow from operating activities improved by 63.36%, amounting to -¥126,282,885.95 compared to -¥344,616,518.51 in the same period last year[18]. - The total assets at the end of the reporting period were ¥1,321,913,899.52, down 10.44% from the previous year-end[18]. - The net assets attributable to shareholders decreased by 6.21%, totaling ¥316,926,130.06 at the end of the reporting period[18]. - The basic and diluted earnings per share were both -¥0.0225, showing a 39.68% improvement from -¥0.0373 in the previous year[18]. - The weighted average return on net assets was -6.41%, a decrease of 4.91 percentage points compared to -1.50% in the previous year[18]. - The company reported a total revenue of CNY 823.42 million, a decrease of 27.04% year-on-year, primarily due to the exclusion of Jiahua Information from the consolidated financial statements[45]. - Revenue from the communication network maintenance business reached CNY 702.99 million, an increase of 13.63% year-on-year, while the information intelligent transmission business saw revenue drop to CNY 120.19 million, a decline of 58.57%[50]. - The net profit attributable to shareholders was CNY -20.99 million, an improvement of CNY 13.93 million compared to the same period last year, mainly due to a significant reduction in interest expenses[45]. Cash Flow and Assets - The company's operating cash flow net amount improved by 63.36% year-on-year, reaching CNY -126.28 million, largely influenced by the exclusion of Jiahua Information[48]. - Cash and cash equivalents decreased to CNY 174.83 million, representing 13.23% of total assets, down from 26.00% the previous year[55]. - The company’s short-term borrowings decreased to CNY 75.25 million, a reduction of 4.61% year-on-year, due to repayment of bank loans[55]. - The company reported a total of restricted assets amounting to CNY 1,056,765,813.67, including cash and long-term equity investments[57]. - The company’s cash and cash equivalents decreased from 383,727,988.88 CNY at the beginning of the year to 174,834,173.41 CNY by June 30, 2022, representing a decline of approximately 54.4%[139]. - The total current assets decreased from 1,009,325,290.33 CNY to 862,562,584.71 CNY, a decline of about 14.6%[139]. Business Operations and Strategy - The company's main business includes information intelligent transmission and communication network maintenance, primarily operated by its wholly-owned subsidiaries[26]. - The communication network maintenance business is focused on providing comprehensive technical services to telecom operators and tower companies, with a growing market due to infrastructure upgrades[32]. - The company aims to enhance its service quality and technical capabilities to meet the increasing demand for SMS services across various industries[31]. - The operational strategy emphasizes technology enhancement, employee satisfaction, and delivering returns to investors while maintaining a positive market impact[44]. - The company is actively tracking RCS technology and its application in the financial sector, preparing for the potential growth of 5G messaging services[38]. - The company plans to enhance its revenue by increasing the proportion of higher-margin IDC maintenance and related engineering services[66]. Risks and Challenges - The company faces risks including potential goodwill impairment, customer concentration, and competition in technology maintenance[3]. - The company has a high customer concentration risk, primarily relying on major clients whose rapid business growth has increased dependency, potentially impacting future operations and profit growth if key clients are lost[71]. - The company faces a risk of technological substitution due to rapid advancements in information and communication technologies, necessitating continuous updates and upgrades to maintain competitive market position[71]. - The company’s communication network maintenance business is at risk due to intensified technical competition, requiring ongoing improvements in technology and service quality to remain competitive[73]. Social Responsibility and Employee Engagement - The company has received recognition for its social responsibility efforts, including support for disaster relief communications during severe weather events[83]. - The company has implemented various training programs for employees, with over 1,730 personnel receiving special operation certifications during the reporting period[85]. - The company has committed to environmental protection and sustainable development, focusing on low-carbon and green practices in its operations[87]. - The company has actively participated in social responsibility initiatives, including donations to disaster relief efforts during the COVID-19 pandemic[88]. Legal and Compliance Matters - The company is currently under investigation for a case involving the alleged misappropriation of funds by former executives[117]. - The company has been actively pursuing performance compensation obligations from related parties due to unmet performance targets in previous years[91]. - The company has taken legal measures to protect its interests and ensure compliance with performance compensation obligations[69]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties during the reporting period[92]. Shareholder Information - The company has not distributed cash dividends or issued bonus shares for the reporting period, indicating a focus on reinvestment rather than immediate shareholder returns[78]. - The company has been involved in multiple announcements regarding shareholder reduction plans, with the latest on May 28, 2022[118]. - The total number of common shareholders at the end of the reporting period was 46,395[126]. - The largest shareholder, Xiaochang Yingxi Valley Investment Center, holds 22.18% of the shares, totaling 207,705,182 shares, with 99,340,000 shares pledged[126]. Financial Reporting and Governance - The financial report was approved by the board of directors on August 26, 2022[176]. - The financial statements are prepared based on the actual transactions and events in accordance with the accounting standards issued by the Ministry of Finance[178]. - The company has no significant doubts regarding its ability to continue as a going concern for the next 12 months from the reporting date[179]. - The accounting policies and estimates are tailored to the company's operational characteristics[180].