上海华铭智能终端设备股份有限公司商誉减值测试报告 公司代码：300462 公司简称：华铭智能 上海华铭智能终端设备股份有限公司 √ 是 □ 否 | 聚利科技资产组 | 上海申威资产评估 有限公司 | 杨一赟，蒋靓婷 | 沪申威评报字 （2021）第 2021 号 | 商誉评估 | 未发现减值迹象 | | --- | --- | --- | --- | --- | --- | | 资产组名称 | 评估机构 | 评估师 | 评估报告编号 | 评估价值类型 | 评估结果 | 2020 年度商誉减值测试报告 一、是否进行减值测试 √ 是 □ 否 二、是否在减值测试中取得以财务报告为目的的评估报告 三、是否存在减值迹象 | 聚利科技资产组 其他减值迹象 | | 本年度实现净利 润 1.83 亿元，超 过了业绩承诺金 | 是 | | 专项评估报告 | 沪申威评报字 （2021）第 2021 | | --- | --- | --- | --- | --- | --- | --- | | 资产组名称 | 是否存在减值迹 象 | 备注 额 | 是否计提减值 | 备注 | 减值依据 | 备注 号 | 四、商誉分摊情况 单位：元 ...

上海华铭智能终端设备股份有限公司商誉减值测试报告 公司代码：300462 公司简称：华铭智能 上海华铭智能终端设备股份有限公司 2019 年度商誉减值测试报告 一、是否进行减值测试 √ 是 □ 否 二、是否在减值测试中取得以财务报告为目的的评估报告 □ 是 √ 否 三、是否存在减值迹象 | 资产组名称 | 是否存在减值迹 象 | 备注 | 是否计提减值 | 备注 | 减值依据 | 备注 | | --- | --- | --- | --- | --- | --- | --- | | 聚利科技资产组 不存在减值迹象 | | 对赌利润超额完 成，未明显存在 | 否 | 经过商誉测试过 程未发现有减值 | 公司管理层判断 | | | | | 减值迹象 | | 迹象 | | | 四、商誉分摊情况 单位：元 | 资产组名称 | 资产组或资产组组 | 资产组或资产组组 | 资产组或资产组组 | 商誉分摊方法 | 分摊商誉原值 | | --- | --- | --- | --- | --- | --- | | | 合的构成 | 合的确定方法 | 合的账面金额 | | | | 聚利科技资产组 | 聚利科技形成商誉 的资产组涉及 ...

关于上海华铭智能终端设备股份有限公司 2019-2021 年度前期会计差错更正 专项说明的审核报告 上会师报字(2023)第 13117 号 上会会计师事务所（特殊普通合伙） 中国 上海 会计师 李务所（特殊善通合伙） i Certified Publio Accountants (Shecial Par 关于上海华铭智能终端设备股份有限公司 2019-2021 年度前期会计差错更正专项说明的审核报告 上会师报字(2023)第 13117 号 上海华铭智能终端设备股份有限公司全体股东: 我们接受委托,审计了后附的上海华铭智能终端设备股份有限公司(以下简称"华 铭智能")管理层编制的《上海华铭智能终端设备股份有限公司前期 2019-2021 年度会 计差错更正专项说明》(以下简称"专项说明")。 一、管理层责任 根据《企业会计准则第 28 号-会计政策、会计估计变更和差错更正》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 19 号一财务信息的更正及 相关披露》等相关文件的规定编制和披露前期会计差错更正专项说明,并保证专项 说明的内容真实、准确、完整,不存在虚假记载、误导性陈述或重大遗漏是华铭智 ...

Financial Performance - The company achieved a net profit attributable to the parent company of 102 million yuan in 2020, a significant decline of approximately 63.25% compared to the previous year[6]. - The company's operating revenue for 2020 was CNY 1,249,773,571, a decrease of 13.22% compared to 2019[24]. - The net profit attributable to shareholders for 2020 was CNY 101,533,481, representing a decline of 63.25% year-over-year[24]. - The net cash flow from operating activities was negative CNY 98,691,562.50, a decrease of 132.77% compared to the previous year[24]. - Basic earnings per share for 2020 were CNY 0.54, down 71.43% from CNY 1.90 in 2019[24]. - Total assets at the end of 2020 were CNY 2,657,215,330, a decrease of 17.96% from the previous year[24]. - The company reported a weighted average return on equity of 6.10% for 2020, down from 31.73% in 2019[24]. - The company experienced a significant decline in net profit after deducting non-recurring gains and losses, with a decrease of 68.60% year-over-year[24]. - The fourth quarter of 2020 saw a net loss attributable to shareholders of CNY -86,951,584.53, contrasting with profits in the earlier quarters[26]. - The company reported a significant decrease in net profit of 64.39% year-on-year, primarily due to the diminishing benefits from the ETC policy[99]. Revenue and Market Dynamics - The AFC business segment's revenue and net profit remained stable year-on-year, while the ETC business segment's net profit decreased by about 39% compared to 2019[6]. - The ETC business experienced a reduction in sales volume and revenue due to the normalization of demand after a surge in 2019, with a notable decrease in average selling prices and gross margins[6]. - The company reported a total revenue of 20,240,414.03 in the current period, compared to 17,340,655.59 in the previous period, indicating a growth of approximately 10.4%[30]. - The company’s AFC systems integrate various technologies, including computer technology and automatic control technology, which enhances its product offerings and market competitiveness[40]. - The company has established a presence in over 20 urban rail transit lines across multiple cities in China and has expanded its overseas business to countries such as India, Malaysia, and the United States[41]. - The company has successfully penetrated international markets, including India and Malaysia, and has won a significant contract for the Hong Kong Metro worth 441.56 million HKD[88]. - The company anticipates continued growth in the urban rail transit sector, supported by national policies promoting domestic equipment manufacturing[153]. Research and Development - The company plans to continue investing in R&D for ETC backend applications and vehicle networking to enhance future profit growth points[7]. - The company has developed over 30 invention patents, 13 utility model patents, and 10 design patents, showcasing its strong focus on R&D and innovation in AFC terminal equipment[41]. - The company’s R&D team consists of 96 professionals, focusing on core module and new product development, which is crucial for maintaining its technological edge[41]. - Research and development expenses surged by 118.99% year-on-year, reflecting the company's commitment to innovation despite overall revenue stability[103]. - The company plans to enhance market expansion, new product development, and management optimization in 2021 to improve overall competitiveness[104]. Cash Flow and Financial Management - The company reported a significant cash outflow from investment activities due to the purchase of financial products and construction payments for the Juyi Building[129]. - Cash and cash equivalents decreased by 43.24% compared to the beginning of the year, mainly due to increased investments in financial products and negative operating cash flow[101]. - The company has a strong financial position with a debt-to-asset ratio of less than 40%, enhancing its ability to secure funding for large-scale projects[90]. - The company has a backlog of approximately 1.3 billion yuan in orders, including significant projects like the Liuzhou public transport phase II and Zhengzhou Line 6 phase I[98]. Market Trends and Innovations - The AFC system, which integrates computer technology and automated ticketing, is becoming a standard application in urban rail transit, reflecting the trend towards automation and information technology in city infrastructure[47]. - The integration of mobile payment methods, including Alipay and WeChat Pay, is becoming widespread in the AFC systems, allowing passengers to choose from various payment options[54]. - The company is focusing on optimizing traditional AFC architectures while implementing new cloud-based systems to improve resource utilization and reduce operational costs[52]. - The company is exploring virtual ticketing options, moving away from traditional physical cards to mobile-based solutions[53]. - The company is actively participating in the development of new technologies to enhance the efficiency of urban rail transit systems[52]. Strategic Initiatives and Future Outlook - The company plans to adjust its financial statements for 2019-2021 due to errors in the R&D expenses of its subsidiary, Beijing Juli Technology[25]. - The company aims to expand its AFC system integration business, focusing on regions like Shanghai and Zhengzhou, while also developing cloud access control products[157]. - The company provided a positive outlook for 2021, projecting a revenue growth of 30% based on new product launches and market expansion strategies[186]. - The company plans to focus on expanding its market presence and enhancing its product offerings in the smart transportation sector[115]. - The company aims to enhance operational efficiency, targeting a 15% reduction in operational costs by implementing new technologies[192]. Profit Distribution and Shareholder Returns - The company’s profit distribution plan includes a cash dividend of 1.5 yuan per 10 shares (tax included) based on a total of 188,265,025 shares[10]. - The cash dividend for 2020 was set at RMB 1.5 per 10 shares, totaling RMB 28,239,753.75, which represents 27.81% of the net profit attributable to shareholders[176]. - The company has maintained a consistent cash dividend policy, with cash dividends constituting 100% of the profit distribution in 2020[171]. - The company will consider issuing stock dividends if it faces significant funding constraints or if the stock price does not align with the capital structure[169]. Challenges and Risks - The company faces risks related to market competition in the ETC sector, with a significant reduction in market space and ongoing price declines[7]. - The AFC system integration and equipment manufacturing business is influenced by macroeconomic conditions and local fiscal budgets, which may affect profitability[8]. - The company’s receivables as of December 31, 2021, are subject to a special audit to confirm the fulfillment of performance commitments[181]. - The company is required to have its receivables audited by a qualified accounting firm to ensure compliance with performance commitments by January 31, 2023[183].

Financial Performance - The company reported a net profit attributable to the parent company of approximately -163 million yuan, with goodwill and intangible asset impairments impacting net profit by about -160 million yuan [6]. - The company's operating revenue for 2021 was ¥593,624,482.14, a decrease of 52.50% compared to ¥1,249,773,571.27 in 2020 [27]. - The net profit attributable to shareholders was -¥162,770,498.5 in 2021, representing a decline of 260.31% from a profit of ¥127,167,979.43 in 2020 [27]. - The total assets at the end of 2021 were ¥2,265,942,526, down 14.72% from ¥2,625,755,069 at the end of 2020 [27]. - The net cash flow from operating activities was -¥98,691,562.50 in 2021, a significant decline from ¥166,325,050.98 in 2020 [27]. - The company reported a significant increase in government subsidies, amounting to ¥35,437,809.92 in 2021 compared to ¥18,219,446.69 in 2020 [34]. - The company has acknowledged uncertainties regarding its ability to continue as a going concern due to negative net profits in recent years [28]. - The company reported a net profit loss of RMB 12.62 million in 2021, a significant decline from a net profit of RMB 183 million in 2020 due to a decrease in market demand and a sharp drop in ETC product prices [150]. Revenue and Sales - The AFC business segment achieved operating revenue of approximately 375 million yuan, showing a slight increase compared to the previous year, while the ETC business segment's revenue was approximately 225 million yuan, a decrease of about 70% year-on-year [6]. - The company reported a total revenue of 36,758,088.13 in 2021, a significant increase from 20,240,414.03 in 2020, representing an 81.5% growth year-over-year [35]. - The sales volume of AFC equipment decreased by 14.55% to 2,784 units, while production volume dropped by 79.39% to 917 units [111]. - The sales volume of OBU in the ETC product sector fell by 74.60%, reflecting a significant reduction in market demand following policy changes in 2019 [113]. - The total amount of major sales contracts signed by the company is 28,383.0 million, with no revenue recognized in the current reporting period due to the project being in the initial design and prototype confirmation stage [114]. Market and Industry Trends - The ETC market is expected to stabilize as the demand returns to normal levels after a period of explosive growth [9]. - The demand for domestic rail transit equipment has significantly increased due to government support for local manufacturing and urbanization efforts [40]. - In 2021, China added 35 new urban rail transit lines, with an increase of 1,168 kilometers in operational mileage, marking a growth of approximately 15% compared to the previous year [46]. - The company is exploring new market opportunities in second and third-tier cities, where alternative rail transit solutions like trams and maglev systems are emerging [45]. - The projected total investment for the automatic ticketing system market in 2023 is estimated to reach 650.89 billion yuan, covering 506 stations across 18 cities [47]. Research and Development - The company plans to continue investing in R&D for ETC backend applications and vehicle networking to create future profit growth points [7]. - The company has a dedicated R&D team of 171 professionals, responsible for core module and new product development, enhancing its technological capabilities in the AFC terminal equipment sector [68]. - The company’s R&D investment amounted to ¥77,473,729.24 in 2021, representing 13.05% of operating revenue, a significant increase from 8.50% in 2020 [123]. - The company is developing a millimeter-wave radar project aimed at improving vehicle detection accuracy, which is expected to enhance product offerings and profitability [121]. - The company plans to enhance its R&D efforts in optimizing AFC core modules and payment integration software to improve market share and product technology updates [154]. Operational Efficiency - The company aims to enhance its operational efficiency and service quality as part of its strategic transformation towards high-quality development in urban rail transit [43]. - The company has established nearly 200 after-sales service outlets nationwide, providing comprehensive after-sales service and technical support to users [86]. - The company has a project management model that assigns project managers to oversee all phases of project execution, ensuring comprehensive management from bidding to installation [65]. - The company aims to improve operational efficiency and reduce costs in the upcoming fiscal year to mitigate losses [178]. Strategic Focus and Future Plans - The company plans to adjust its financial statements for the years 2019 to 2021 due to errors in the reporting of research and development expenses [27]. - The company aims to turn losses into profits in 2022 by optimizing the raw material supply chain and reducing unit costs in its traditional ETC business [151]. - The company plans to utilize up to RMB 35 million of idle raised funds for cash management, investing in short-term financial products with high safety and liquidity [145]. - The company is exploring potential mergers and acquisitions to strengthen its market position and diversify its product portfolio [178]. - The company plans to expand its market presence and invest in new product development to enhance competitiveness in the industry [178]. Governance and Management - The company operates independently from its controlling shareholders in terms of business, assets, personnel, finance, and organization [167]. - The company has a structured governance system with a general meeting of shareholders, a board of directors, and a supervisory board [168]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to CNY 3.5778 million [183]. - The company held a total of 6 board meetings during the reporting period, with all directors actively participating [185]. - The company’s annual report for 2021 was discussed and approved in the board meeting held on April 22, 2021 [191].

Acquisition and Integration - The company completed the acquisition of assets related to AFC system integration, equipment manufacturing, and ETC products, which began to be included in the consolidated financial statements from October 2019[4]. - The company acquired Beijing Juli Technology, expanding its main business to include new sectors related to ETC[31]. - The company anticipates that the integration with Juli Technology will enhance operational synergy and management efficiency[4]. - The company completed the acquisition of Beijing Juli Technology Co., Ltd., which specializes in electronic non-stop charging products, significantly enhancing its product offerings[113]. - The goodwill generated from the acquisition of Juli Technology amounted to approximately CNY 160 million[92]. Financial Performance - The company's operating revenue for 2019 was CNY 1,440,180,755.33, representing a 445.64% increase compared to CNY 263,942,876.41 in 2018[21]. - The net profit attributable to shareholders for 2019 was CNY 276,263,637.00, a 425.14% increase from CNY 52,607,565.92 in 2018[21]. - The net profit after deducting non-recurring gains and losses reached CNY 258,922,981.41, marking a 911.97% increase from CNY 25,586,093.83 in 2018[21]. - The company's cash flow from operating activities was CNY 301,161,995.18, up 400.42% from CNY 60,181,724.82 in 2018[21]. - The company achieved a net profit attributable to shareholders of 276,263,637.00 CNY for the year 2019, with a distributable profit of 514,364,520.11 CNY after accounting for statutory reserves[172]. Market and User Growth - As of the end of 2019, the ETC user base reached 204 million, with 123 million new accounts issued during the year, covering 85% of vehicles[5]. - The company reported a significant increase in ETC device installations, reaching 203 million units by the end of 2019, which represents 85% of the total vehicle ownership in China[75]. - User data showed a growth in active users, reaching 2 million by the end of 2019, which is a 15% increase compared to the previous year[182]. - User data indicated an increase in active users by 25% compared to the previous year, reaching 3 million active users[189]. - User data showed a rise in active users, reaching 5 million by the end of the year, which is a 25% increase year-over-year[196]. Research and Development - The company is focusing on R&D for V2X communication devices to align with the national strategy for smart vehicle infrastructure[6]. - The company has a dedicated R&D team of 108 professionals, having developed numerous AFC terminal devices and obtained 30 invention patents, 13 utility model patents, and 10 design patents[41]. - The company maintains a strong R&D focus, with 128 R&D personnel and a portfolio of 3 invention patents, 120 utility model patents, and 112 design patents, indicating a commitment to innovation[72]. - Research and development efforts have led to the introduction of two new smart terminal products, expected to contribute an additional 300 million RMB in revenue in 2020[184]. - The company plans to increase R&D investment in core modules, IoT, and V2X products to maintain competitiveness in both rail and road transportation sectors[156]. Operational Challenges - The company reported significant cash flow risks due to large accounts receivable of 830 million RMB and inventory of 350 million RMB, primarily from state-owned enterprises[6]. - The company faces increased operational costs due to rising salaries for IT and R&D personnel amid a competitive labor market[6]. - The company is addressing the risks of goodwill impairment due to stricter accounting regulations and market conditions affecting the acquired assets[5]. - The company has implemented a mixed production model, combining in-house manufacturing with outsourced production to optimize costs and efficiency[68]. - The company is exploring the integration of various payment methods, including mobile payments and biometric recognition, to enhance user experience[50]. Strategic Plans and Future Outlook - The company plans to distribute a cash dividend of 1.5 RMB per 10 shares, based on a total of 188,265,025 shares[7]. - The company plans to continue enhancing market expansion and new product development in 2020 to improve overall competitiveness[96]. - The company provided a positive outlook for 2020, projecting a revenue growth of 25% driven by new product launches and market expansion strategies[183]. - The company plans to enhance its competitive edge through mergers and acquisitions of quality enterprises to integrate resources and drive growth[90]. - The company is planning to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2021[185]. Dividend and Profit Distribution - A cash dividend of 28,239,753.75 CNY was declared, representing 10.22% of the net profit attributable to shareholders[174]. - The cash dividend per 10 shares is set at 1.5 CNY, based on a total share capital of 188,265,025 shares[168]. - The company has a policy to distribute at least 10% of the distributable profit as cash dividends annually, depending on operational conditions[166]. - The company plans to maintain a cash dividend distribution policy that aligns with its sustainable development and operational needs[166]. - The company has a history of cash dividends, with previous distributions of 8,265,600.00 CNY in 2018 and 13,776,000.00 CNY in 2017[173].

Financial Performance - The company's revenue for Q3 2023 was ¥130,574,742.20, a decrease of 69.47% compared to the same period last year[4] - The net profit attributable to shareholders was -¥12,168,669.48, reflecting a decline of 275.32% year-on-year[4] - The basic earnings per share for Q3 2023 was -¥0.0646, an increase of 275.55% compared to the same period last year[4] - The company reported a total revenue of ¥446,675,713.43 for the first nine months of 2023, a growth of 4.44% year-on-year[10] - Total operating revenue for Q3 2023 was CNY 446,675,713.43, an increase of 4.9% compared to CNY 427,677,036.28 in Q3 2022[22] - Operating profit for Q3 2023 was a loss of CNY 26,310,323.10, an improvement from a loss of CNY 46,274,422.69 in the same period last year[22] - The net profit for Q3 2023 was -11,693,595.88 CNY, an improvement from -30,626,310.22 CNY in Q3 2022, representing a 61.8% reduction in losses[23] - The company reported a total comprehensive loss of -11,649,466.79 CNY for Q3 2023, compared to -30,452,421.11 CNY in Q3 2022, indicating a significant improvement[23] Cash Flow and Assets - The net cash flow from operating activities for the year-to-date was ¥15,518,010.53, an increase of 155.13% compared to the previous year[4] - Cash and cash equivalents as of September 30, 2023, were CNY 313,847,090.74, up from CNY 304,778,827.01 at the beginning of the year[20] - Cash and cash equivalents at the end of Q3 2023 totaled 275,300,896.32 CNY, an increase from 251,668,477.55 CNY at the end of Q3 2022[25] - The net cash flow from investing activities for Q3 2023 was -477,247.92 CNY, a decline from a positive cash flow of 61,805,839.73 CNY in Q3 2022[24] - The company’s operating cash outflow for Q3 2023 was 570,809,407.66 CNY, compared to 423,627,398.75 CNY in Q3 2022[24] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 15,953[12] - The company reported a total of 40,057,800 restricted shares held by Zhang Liang, which are locked due to executive tenure[15] - The top ten unrestricted shareholders include Zhang Liang with 13,352,600 shares and Xie Genfang with 4,781,100 shares[13] - The company has a total of 51,713,782 restricted shares at the end of the reporting period[16] - The company’s shareholders include UBS AG with 1,818,347 shares and Huaxia Bank with 1,061,200 shares[13] - The company has a total of 970,200 restricted shares held by Xu Jianping, also locked due to executive tenure[15] Compensation and Obligations - The company has a compensation agreement due to the failure of Juyi Technology to meet the 2022 net profit commitment, with a total compensation amount of CNY 101.97 million[17] - Compensation obligations include CNY 58.93 million from Han Zhi, CNY 22.11 million from Gui Jie, and CNY 4.55 million from Han Wei, among others[17] - The company has completed cash compensation of CNY 4.35 million and share repurchase at CNY 1 per share, totaling 5,118,994 shares[17] - The company is actively promoting the performance compensation matters related to Gui Jie and Sun Fucheng[18] - The company’s performance compensation plan has been approved in the board and shareholder meetings held in August 2023[17] Operating Costs and Expenses - The operating costs for the first nine months decreased by 6.57% to ¥317,256,347.23 compared to the same period last year[10] - Total operating costs decreased to CNY 446,619,980.59 from CNY 454,622,595.89, reflecting a reduction of 1.1%[22] - Research and development expenses increased to CNY 43,533,923.21, up from CNY 41,199,274.88, indicating a growth of 5.7%[22] Liabilities and Equity - The total assets at the end of the reporting period were ¥2,218,207,347.14, down 4.62% from the end of the previous year[4] - The company's total assets as of September 30, 2023, were CNY 2,218,207,347.14, down from CNY 2,325,533,002.97[20] - Total liabilities decreased to CNY 719,635,314.42 from CNY 735,269,563.92, a reduction of 2.1%[20] - The equity attributable to shareholders decreased to CNY 1,469,909,598.36 from CNY 1,558,631,816.92, a decline of 5.7%[20] - The investment income for the first nine months was ¥10,656,981.58, a significant increase of 93.54% year-on-year[10] - The company reported an investment income of CNY 10,656,981.58, compared to CNY 5,506,393.87 in the previous year, reflecting an increase of 93.1%[22] Loans and Borrowings - The company experienced a 119.30% increase in short-term loans, totaling ¥25,000,000.00 during the reporting period[10] - The company raised 25,000,000.00 CNY in borrowings during Q3 2023, compared to 10,000,000.00 CNY in Q3 2022[25]

本次增加2023年度日常关联交易预计额度事项符合公司日常经营和业务开 展的实际需要，相关关联交易的定价遵循公允定价原则，参考市场价格进行，不 存在损害公司及股东，特别是中小股东利益的情形。《关于增加2023年度日常关 联交易预计额度的议案》的审议程序符合《公司法》《证券法》《深圳证券交易所 创业板股票上市规则》以及《公司章程》等有关规定，审议程序合法合规。我们 一致同意本次增加2023年度日常关联交易预计额度事项。 二、关于发行股份、可转换债券及支付现金购买资产并募集配套资金业绩 补偿补充方案暨回购注销股份事项的独立意见 经审核，我们认为业绩承诺方中桂杰、孙福成向公司确认的业绩补偿方案符 合公司与业绩承诺方签订的《业绩补偿协议》及其补充协议的约定，本次业绩补 偿补充方案暨回购注销股份事项的审议及表决程序符合《公司法》《证券法》等 相关法律法规及《公司章程》的规定，不存在损害公司及中小股东利益的情形。 因此，我们一致同意本议案，并同意将该议案提交公司股东大会审议。 上海华铭智能终端设备股份有限公司 独立董事关于第五届董事会第二次会议相关事项的 独立意见 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市 ...

上海华铭智能终端设备股份有限公司 独立董事关于第五届董事会第二次会议相关事项的 事前认可意见 上海华铭智能终端设备股份有限公司（以下简称"公司"）第五届董事会第 二次会议将于2023年10月23日召开，本次会议拟审议《关于增加2023年度日常关 联交易预计额度的议案》。根据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司独立董事管理办法》《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作》 以及《公司章程》等相关法律法规、规章制度的规定，作为公司独立董事，我们 事前审阅了相关文件，对公司第五届董事会第二次会议相关事项发表如下事前认 可意见： 一、关于增加2023年度日常关联交易预计额度的事前认可意见 本次拟审议的关于增加2023年度日常关联交易预计额度事项为公司日常经 营活动所需，符合公司业务发展的实际需要，交易价格按市场价格协商确定，定 价公允合理，不存在损害公司及股东利益，特别是中小股东利益的情形。我们一 致同意将该议案提交公司第五届董事会第二次会议审议。 （以下无正文，为《上海华铭智能终端设备股份有限公司独立董事关于第五届董 事会第二次 ...

第五届监事会第二次会议决议公告 本公司及监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、监事会会议召开情况 上海华铭智能终端设备股份有限公司（以下简称"公司"）第五届监事会第 二次会议于2023年10月23日在公司二楼大会议室以现场会议与通讯表决相结合 的方式召开，本次会议通知于2023年10月13日以电子邮件、微信等方式送达全体 监事。本次会议应出席监事3人，实际出席监事3人（其中监事徐建东先生以通讯 表决方式出席），本次会议由监事会主席陈娟女士主持。本次会议的召集、召开 程序、出席人数均符合《中华人民共和国公司法》及相关法律、行政法规、部门 规章、规范性文件以及《公司章程》等规定，会议合法有效。 二、监事会会议审议情况 | 证券代码：300462 | 证券简称：华铭智能 | 公告编号：2023-060 | | --- | --- | --- | | 债券代码：124002 | 债券简称：华铭定转 | | | 债券代码：124014 | 债券简称：华铭定02 | | 上海华铭智能终端设备股份有限公司 与会监事审议了以下议案并做出如下决议： （一）审议通过《关于2 ...