深圳市天威视讯股份有限公司 章 程 （修订案） （2025 年 8 月 28 日经公司第九届董事会第八次会议审议通过） 第 1页共 50页 | | | | 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 | 5 | | 第三节 | 股份转让 | | 7 | | 第四章 | 股东和股东会 | | 8 | | 第一节 | | 股东的一般规定 | 8 | | 第二节 | | 控股股东和实际控制人 | 10 | | 第三节 | | 股东会的一般规定 | 11 | | 第四节 | 股东会的召集 | | 13 | | 第五节 | | 股东会的提案与通知 | 15 | | 第六节 | 股东会的召开 | | 16 | | 第七节 | | 股东会的表决和决议 | 18 | | 第五章 | 董事和董事会 | | 23 | | 第一节 | | 董事的一般规定 | 23 | | 第二节 | 董事会 | | 27 | | 第三节 | 独 ...

证券代码：002238 证券简称：天威视讯 公告编号：2025－041 深圳市天威视讯股份有限公司 关于拟修订公司《会计师事务所选聘制度》的公告 本公司全体董事、监事、高级管理人员保证公告内容的真实、准确和完整， 并对公告中的虚假记载、误导性陈述或者重大遗漏承担责任。 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、事项概述 深圳市天威视讯股份有限公司（以下简称"公司"）于 2025 年 8 月 28 日召 开第九届董事会第八次会议，审议并通过《关于拟修订<会计师事务所选聘制度> 的议案》。根据中国证监会颁布的《公司法》，并结合公司实际情况，公司拟对 《会计师事务所选聘制度》进行修订，现将具体条款拟修订前后对比情况公告如 下： | 修订前 | 修订后 | | --- | --- | | 第四条 公司选聘会计师事务所应当 | 第四条 公司选聘会计师事务所应当经 | | 经董事会审计委员会（以下简称审计委 | 董事会审计委员会（以下简称"审计委 | | 员会）审议同意后提交董事会审议，并 | 员会"）审议同意后，提交董事会审议， | | 由股东大会决定。公司不 ...

Group 1 - The company's operating revenue for the first half of 2025 is 591 million yuan, representing a year-on-year decrease of 8.63% [1] - The net loss attributable to shareholders of the listed company is 27.149 million yuan, compared to a net profit of 10.7704 million yuan in the same period last year [1]

Operational Performance - The company is facing structural pressure on production efficiency during a critical transformation period, with overall operational performance under significant strain due to cost pressures from network upgrades and new infrastructure investments[6]. - The company's operating revenue for the reporting period was ¥591,410,820.02, a decrease of 8.63% compared to the previous year[26]. - The net profit attributable to shareholders was -¥27,149,021.49, representing a decline of 352.07% year-on-year[26]. - The net cash flow from operating activities was -¥25,664,906.51, down 119.71% from the previous year[26]. - Total assets at the end of the reporting period were ¥4,075,296,287.42, a decrease of 3.60% compared to the end of the previous year[26]. - The weighted average return on equity was -1.19%, down from 0.64% in the previous year[26]. - The company's cash flow from operating activities showed a significant decline of 119.71%, dropping to -¥25,664,906.51 from ¥130,232,478.66 in the previous year[50]. - The company's investment amount for the reporting period reached ¥132,728,936.15, a significant increase of 242.05% compared to ¥38,804,008.28 in the same period last year[65]. User Engagement and Market Trends - The digital television and broadband businesses are experiencing continuous user loss, with the digital TV viewership demand declining and broadband market saturation in Shenzhen leading to insufficient new user growth[7][8]. - The number of actual cable TV users nationwide reached 207 million, with 33.7 million 5G users in the broadcasting sector[32]. - The company has accumulated 410,000 5G users as of the first half of 2025, indicating growth in mobile network user engagement[35]. - User data showed an increase in active users by 5.15% compared to the previous period, reaching a total of 6,591,268 users[80]. - User data indicates a total of 58,697.06 million in sales, up from 57,712.49 million, reflecting a growth of about 1.7%[86]. - The user data indicates a significant increase in customer engagement, with a 5.58% rise in active users[90]. Strategic Focus and Development - The company plans to focus on high-value user retention and expansion, enhancing user experience, and leveraging the synergy of fixed and mobile integrated products to stabilize cable TV user numbers[8]. - The development of the broadcasting 5G business is urgent, with the market share being relatively small and lacking strong core competitiveness compared to major telecom operators[9][10]. - The company aims to strengthen its talent pool, particularly in high-level and interdisciplinary areas such as 5G, cloud applications, and software development, to support market innovation and product development[11]. - The company aims to enhance its core technology and improve service quality to drive high-quality development in broadcasting and network audio-visual sectors[33]. - The company is actively pursuing market expansion and new product development strategies[68]. - The company is focusing on enhancing its technological capabilities and expanding its service offerings in the digital broadcasting sector[69]. - The company is focusing on expanding its cloud computing technology and information technology services, which are expected to drive future growth[87]. - The company is exploring new strategies in digital advertising and online commerce to diversify revenue streams and enhance customer engagement[85]. Financial Performance and Investments - The company reported a basic earnings per share of -¥0.0338, a decline of 352.24% compared to the previous year[26]. - The gross margin for the cable television industry was 24.42%, down from 27.49% year-on-year, reflecting a decrease of 3.07%[52]. - Research and development expenses increased by 12.47% to ¥30,291,443.73, up from ¥26,932,900.93 in the previous year[50]. - The company reported a significant investment in R&D, amounting to 20,474.38 million, which is approximately 15% of total revenue, aimed at innovation and technology enhancement[84]. - The company is investing in cloud computing technology, allocating 18,271,460 for infrastructure upgrades[80]. - The company has engaged in significant equity investments during the reporting period, although specific details were not disclosed[66]. Legal and Compliance Issues - The company is currently involved in multiple legal disputes, including a labor contract dispute with a claim amounting to 5,632.14 thousand yuan and another for 6,373.66 thousand yuan related to unpaid vacation wages[125]. - The company has ongoing litigation regarding a construction contract with a claim of 13.78 million yuan, which is still pending[126]. - The company is currently involved in multiple lawsuits regarding copyright infringement, with hearings already initiated in several cases[128]. - The total amount of frozen funds related to ongoing litigation is reported to be 234.74 million yuan[127]. - The company has not faced any significant debts or unfulfilled court judgments, maintaining a good integrity status[131]. - There are no reported penalties or rectifications during the reporting period, indicating a stable compliance status[130]. Future Outlook and Guidance - The company has set a future revenue guidance of 1,200,000,000 for the next fiscal year, indicating a growth target of 20%[81]. - Future guidance indicates a projected revenue growth of approximately 15% for the next fiscal year[94]. - The company aims to strengthen its competitive position in the market through strategic acquisitions and collaborations[132]. - Overall, the company maintains a positive outlook for the remainder of 2025, aiming for sustained revenue growth and operational efficiency[127].

Core Viewpoint - The company, Tianwei Vision, is primarily engaged in the construction, operation, and maintenance of cable television networks in Shenzhen, along with the operation of broadcasting 5G services, providing cable television, broadband, and mobile communication services, while also expanding into diversified businesses such as data centers and commercial services [1] Group 1 - The company has integrated AI large model technology into its existing business, launching innovative services such as TV AI voice digital humans, TV voice assistants, and intelligent customer service [1] - The application of artificial intelligence tools is mainly aimed at optimizing the interaction experience for cable digital TV users and enhancing customer service efficiency [1] - These AI innovations are tools for business expansion and increasing user stickiness, but they do not directly generate business revenue for the company [1]

Group 1 - The company primarily focuses on cable television network construction, operation, and maintenance in Shenzhen, along with broadcasting 5G business operations [2] - The company offers services such as cable television, cable broadband, and mobile communication, while also expanding into diversified businesses like data centers and commercial services [2] - The company has integrated AI large model technology into its existing services, launching innovative offerings like TV AI voice digital humans, TV voice assistants, and intelligent customer service [2] Group 2 - The AI tools applied by the company are mainly aimed at optimizing the interactive experience for cable digital television users and enhancing customer service efficiency [2] - These AI innovations are intended to help the company expand its business and increase user stickiness, but they are not expected to generate direct business revenue [2]

Group 1 - The company primarily focuses on the construction, operation, and maintenance of cable television networks in Shenzhen, as well as the operation of broadcasting 5G services, providing cable television, cable broadband, and mobile communication services [2] - The company is expanding into diversified businesses such as data centers and commercial services [2] - The company holds a 26.17% stake in a subsidiary, China Broadcasting Media Co., Ltd., which is involved in the production of micro-short dramas [2]

Core Viewpoint - The company, Tianwei Vision (002238.SZ), is primarily engaged in the construction, operation, and maintenance of cable television networks in Shenzhen, as well as the operation of broadcasting 5G services, providing cable television, cable broadband, and mobile communication services [1] Group 1 - The company is expanding its diversified business into data centers and commercial services [1] - The company holds a 26.17% stake in a subsidiary, China Broadcasting Media Co., Ltd., which is involved in the production of micro-short dramas [1]

Group 1 - The company's data center business primarily includes cabinet hosting, server leasing, network resource leasing, and providing customized solutions for clients [2]

Market Overview - The Shanghai Composite Index closed at 3740.50 points, above the six-month moving average, with an increase of 1.18% [1] - The total trading volume of A-shares reached 17,467.28 million yuan [1] Stocks Breaking the Six-Month Moving Average - A total of 187 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - Jingsai Technology (27.02%) - Haidaer (25.37%) - Huazhi Shumedia (16.28%) [1] Stocks with Smaller Deviation Rates - Stocks that have just crossed the six-month moving average with smaller deviation rates include: - Tianfang Biao - Anning Co. - Tianwei Foods [1] Performance of Selected Stocks - Jingsai Technology: Today's increase of 29.98%, turnover rate of 23.53%, six-month average price of 36.65 yuan, latest price of 46.56 yuan [1] - Haidaer: Today's increase of 30.00%, turnover rate of 24.95%, six-month average price of 47.67 yuan, latest price of 59.76 yuan [1] - Huazhi Shumedia: Today's increase of 20.02%, turnover rate of 8.50%, six-month average price of 9.95 yuan, latest price of 11.57 yuan [1]