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汇金科技:关于公司控制权变更事项进展暨风险提示的公告
2024-03-11 13:11
珠海汇金科技股份有限公司公告(2024) 证券代码:300561 证券简称:汇金科技 公告编号:2024-003 2023 年 5 月 28 日,公司控股股东、实际控制人陈喆女士、股东马铮先生、 陈喆女士的一致行动人瑞信投资与淄博国投签署了《关于珠海汇金科技股份有限 公司之股份转让协议之补充协议一》,基于平等协商,就股份转让协议中第一次 股份转让的具体安排进行调整,并对相关条款进行了补充。 2023 年 2 月 4 日,公司与淄博国投签署《附条件生效的股份认购协议》, 淄博国投拟认购公司定向发行的人民币普通股股票 46,337,646 股。 珠海汇金科技股份有限公司(以下简称"公司")控股股东、实际控制人陈喆 女士、股东马铮先生、陈喆女士的一致行动人珠海瑞信投资管理有限公司(以下 简称"瑞信投资")与淄博高新国有资本投资有限公司(以下简称"淄博国投")于 2023年2月4日分别签署了《关于珠海汇金科技股份有限公司之股份转让协议》和 《保证金协议》,陈喆女士、马铮先生、瑞信投资拟将其合计持有公司65,621,595 股股份(占协议签署日公司总股本的20%)分两次转让给淄博国投。同日,陈喆 女士和马铮先生签署《关 ...
汇金科技:关于变更高级管理人员及调整董事会专门委员会成员的公告
2024-01-15 12:13
珠海汇金科技股份有限公司公告(2024) 证券代码:300561 证券简称:汇金科技 公告编号:2024-002 珠海汇金科技股份有限公司 关于变更高级管理人员及调整董事会专门委员会成员的公告 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。 一、变更公司总经理的情况 珠海汇金科技股份有限公司(以下简称"公司")董事会近日收到陈喆女士的 书面辞职报告,为更好地履行董事长职责,更加专注于公司长期发展战略布局及 公司治理等方面,陈喆女士申请辞去公司总经理职务。辞去上述职务后,陈喆女 士仍继续在公司担任董事长、董事会战略委员会召集人职务。陈喆女士的总经理 职务原定任期为 2021 年 5 月 27 日起至第四届董事会任期届满之日止。根据《公 司法》《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》及《公司章程》等相关规定,陈喆女士的辞职报告自送达公司董事会之日 起生效。 截至本公告披露日,陈喆女士直接持有公司股份 116,043,803 股,占公司总 股本的 35.37%,为公司控股股东、实际控制人,其所持公司股份将继续严格按 照相关法律、法 ...
汇金科技:第四届董事会第二十七次会议决议公告
2024-01-15 12:13
珠海汇金科技股份有限公司公告(2024) 证券代码:300561 证券简称:汇金科技 公告编号:2024-001 珠海汇金科技股份有限公司 第四届董事会第二十七次会议决议公告 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。 一、董事会会议召开情况 珠海汇金科技股份有限公司(以下简称"公司")第四届董事会第二十七次会 议于 2024 年 1 月 15 日在公司会议室以现场结合通讯的方式召开。会议通知已于 2024 年 1 月 12 日通过电子邮件的方式送达各位董事。本次会议应出席董事 7 人, 实际出席董事 7 人,其中:田联房先生、黄英海先生、杨国梅女士以通讯表决方 式出席。会议由董事长陈喆女士主持,会议的召集、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 经各位董事认真审议,会议形成了如下决议: (一)审议通过《关于聘任公司总经理的议案》 经公司董事长提名,董事会提名委员会审核通过,董事会同意聘任马德桃先 生为公司总经理,任期自本次董事会审议通过之日起至第四届董事会届满之日 止。具体内容详见公司同日于巨潮资 ...
汇金科技:关于变更公司经营范围、修订《公司章程》及部分制度的公告
2023-12-12 03:52
珠海汇金科技股份有限公司公告(2023) 证券代码:300561 证券简称:汇金科技 公告编号:2023-078 珠海汇金科技股份有限公司 关于变更经营范围、修订《公司章程》及相关制度的公告 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。 珠海汇金科技股份有限公司(以下简称"公司")于 2023 年 12 月 11 日召开 了第四届董事会第二十六次会议,审议通过了《关于变更经营范围及修订<公司 章程>的议案》《关于重新制定<独立董事工作制度>的议案》《关于修订<董事 会审计委员会实施细则>的议案》《关于修订<董事会提名委员会实施细则>的议 案》《关于修订<董事会薪酬与考核委员会实施细则>的议案》,现将相关事项 公告如下: 一、变更经营范围情况 根据公司业务实际情况,公司拟对经营范围进行变更,具体如下: 原经营范围: 经依法登记,公司的经营范围为: 一般项目:计算机软硬件及辅助设备批发;软件开发;技术服务、技术开发、 技术咨询、技术交流、技术转让、技术推广;信息安全设备制造;网络与信息安 全软件开发;信息系统集成服务;商用密码产品生产;商用密码产品销售;人工 智 ...
汇金科技(300561) - 2023 Q3 - 季度财报
2023-10-25 16:00
珠海汇金科技股份有限公司 2023 年第三季度报告 证券代码:300561 证券简称:汇金科技 公告编号:2023-069 珠海汇金科技股份有限公司 2023 年第三季度报告 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。 重要内容提示: 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整,不存在虚假记载、误导性陈述或重 大遗漏,并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明:保证季度报告中财务信息的真实、准确、 完整。 (二) 非经常性损益项目和金额 适用 □不适用 3.第三季度报告是否经过审计 □是 否 1 珠海汇金科技股份有限公司 2023 年第三季度报告 一、主要财务数据 (一) 主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 □是 否 | | 本报告期 | 本报告期比上年同期 | 年初至报告期末 | 年初至报告期末比上 | | --- | --- | --- | --- | --- | | | | 增减 | | 年同期增减 | | 营业收入(元) | 33, ...
汇金科技(300561) - 关于参加2023广东辖区上市公司投资者网上集体接待日活动的公告
2023-09-14 10:22
珠海汇金科技股份有限公司公告(2023) 证券代码:300561 证券简称:汇金科技 公告编号:2023-065 关于参加2023广东辖区上市公司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,珠海汇金科技股份有限公司(以下简称 "公司")将参加由广东证监局、广东上市公司协会联合举办的"2023 广东辖区上 市公司投资者集体接待日活动",现将相关事项公告如下: 本次投资者网上集体接待日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(https://rs.p5w.net)参与本次互动交流,活动时间为 2023 年 9 月 19 日(周二)15:45-17:00。 届时公司董事长兼总经理陈喆女士、财务总监兼董事会秘书孙玉玲女士将通 过网络互动形式,就投资者关心的问题,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。 珠海汇金科技股份有限公司 董 事 会 2023 年 9 月 14 日 珠海汇金科技股份有限公司 ...
汇金科技(300561) - 2023 Q2 - 季度财报
2023-08-29 16:00
Financial Performance - The company's operating revenue for the first half of 2023 was ¥78,253,728.20, a decrease of 7.27% compared to ¥84,390,402.41 in the same period last year[22]. - The net profit attributable to shareholders for the first half of 2023 was ¥3,424,656.31, down 70.92% from ¥11,777,623.95 in the previous year[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥1,863,084.33, a decline of 82.17% compared to ¥10,447,855.11 in the same period last year[22]. - Basic earnings per share for the first half of 2023 were ¥0.0104, down 71.03% from ¥0.0359 in the same period last year[22]. - Operating profit fell to ¥3,111,085.31, down 75.0% from ¥12,450,431.51 in the previous year[157]. - Net profit for the first half of 2023 was ¥3,424,036.34, a decline of 70.0% compared to ¥11,823,796.00 in the same period of 2022[158]. - The total comprehensive income for the first half of 2023 was 3,425.30 million yuan, reflecting a decrease of 9,042.79 million yuan compared to the previous period[175]. Cash Flow and Assets - The net cash flow from operating activities improved to ¥629,924.67, a significant increase of 102.92% from a negative cash flow of ¥21,585,552.10 in the previous year[22]. - The company's cash and cash equivalents increased to ¥4,052,158.36, a 110.55% improvement compared to the previous year[51]. - The ending balance of cash and cash equivalents reached CNY 26,888,466.32, up from CNY 10,440,405.43 at the end of the first half of 2022[164]. - Total assets at the end of the reporting period were ¥686,333,006.37, a decrease of 3.77% from ¥713,255,373.82 at the end of the previous year[22]. - The total liabilities at the end of the current period are reported at 649 million yuan, reflecting a manageable debt level[174]. Investment and R&D - The company has invested in R&D, resulting in 150 authorized patents, including 30 invention patents, and has established partnerships with several universities for collaborative research[43]. - Research and development expenses decreased by 8.00% to ¥9,072,067.31, indicating a potential shift in investment strategy[50]. - The company is exploring potential mergers and acquisitions to strengthen its competitive position in the industry[171]. Market Strategy and Risks - The company focuses on providing integrated solutions for cash and high-value item management in the financial sector, utilizing technologies such as IoT, AI, and edge computing[30]. - The company faces risks including product innovation, market expansion, and reliance on the banking industry, which are detailed in the risk management section of the report[3]. - The company emphasizes a diversified development strategy, focusing on innovation and comprehensive service offerings to meet client needs[37]. - Market expansion efforts are challenged by lengthy product testing and preparation cycles, necessitating optimized sales strategies and enhanced risk management[79]. Shareholder and Corporate Governance - The company plans not to distribute cash dividends or issue bonus shares[4]. - Major shareholder Chen Zhe holds 35.37% of the shares, totaling 116,043,803, with 87,032,852 shares under lock-up[132]. - The company has implemented a share repurchase program, although specific details on the progress were not disclosed[129]. - The company did not engage in any significant related party transactions or non-operating fund occupation by major shareholders during the reporting period[97]. Compliance and Legal Matters - There were no significant lawsuits or arbitration matters during the reporting period, indicating a stable legal environment for the company[101]. - The company reported no major environmental penalties or issues, adhering to national environmental protection laws and regulations[92]. - The financial report complies with the accounting standards set by the Ministry of Finance and reflects the company's financial status as of June 30, 2023[185].
汇金科技(300561) - 2023 Q1 - 季度财报
2023-04-24 16:00
Financial Performance - The company's revenue for Q1 2023 was ¥40,709,819.83, representing a 0.99% increase compared to ¥40,308,881.91 in the same period last year[5] - Net profit attributable to shareholders decreased by 64.41% to ¥2,091,171.15 from ¥5,876,122.52 year-on-year[5] - Basic and diluted earnings per share both decreased by 50.00% to ¥0.01 from ¥0.02 year-on-year[5] - Operating profit for Q1 2023 decreased to CNY 1,908,359.46 from CNY 6,279,914.06, indicating a decline of 69.6% year-over-year[24] - The total revenue for Q1 2023 was 1,931,088.06 CNY, a decrease from 6,279,652.66 CNY in the same period last year, representing a decline of approximately 69.4%[25] - The net profit for Q1 2023 was 2,090,821.13 CNY, compared to a net profit of 5,876,200.58 CNY in Q1 2022, indicating a decrease of about 64.5%[25] Cash Flow and Liquidity - The net cash flow from operating activities improved by 70.95%, reaching -¥3,995,992.44, compared to -¥13,754,598.21 in the previous year[5] - Cash flow from operating activities showed a net outflow of -3,995,992.44 CNY, an improvement from -13,754,598.21 CNY in the previous year, reflecting a reduction in cash burn of approximately 70.9%[28] - Cash flow from investing activities generated a net inflow of 10,526,402.17 CNY, compared to a net outflow of -17,217,796.39 CNY in the same period last year, marking a significant turnaround[29] - The total cash and cash equivalents at the end of Q1 2023 stood at 28,442,024.32 CNY, an increase from 17,406,992.11 CNY at the end of Q1 2022[29] - Cash and cash equivalents at the end of the period increased to CNY 31,608,646.34 from CNY 25,073,571.69, representing a growth of 26%[21] Assets and Liabilities - Total assets decreased by 4.01% to ¥701,585,441.51 from ¥730,897,931.58 at the end of the previous year[5] - Total liabilities decreased to CNY 51,101,658.77 from CNY 64,862,412.21, reflecting a reduction of 21.3%[23] - Non-current assets increased to CNY 468,168,740.98 from CNY 434,148,864.05, showing a growth of 7.8%[22] - Inventory decreased to CNY 47,301,657.99 from CNY 53,206,625.06, a decline of 11.1%[21] - Accounts receivable rose to CNY 96,357,331.66 from CNY 87,730,746.50, marking an increase of 9.3%[21] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 27,315[11] - The top shareholder, Chen Zhe, holds 35.37% of the shares, totaling 116,043,803 shares[11] - The major shareholders include Chen Zhe with 29,010,951 shares and Ma Zheng with 15,178,869 shares, both holding common shares[12] - The company reported a total of 94,007,119 shares of restricted stock at the beginning of the period, with 6,974,267 shares released during the period, leaving 87,032,852 shares at the end[14] - The company has a total of 132,594,775 shares of restricted stock remaining after the recent releases[15] Business Developments - The company completed the registration of its new business address on January 16, 2023, moving to "199 Dingxing Road, Building 1, 9-15 Floors, Zhuhai High-tech Zone"[17] - The company plans to transfer a total of 65,621,595 shares to Zibo High-tech State-owned Capital Investment Co., Ltd. in two phases, which will change the controlling shareholder[18] - Zibo High-tech State-owned Capital Investment Co., Ltd. has received approval to acquire control of the company, which includes the purchase of 20% of the shares[19] - The company is in the process of issuing 46,337,646 shares to Zibo High-tech State-owned Capital Investment Co., Ltd. as part of the control transfer agreement[19] - The company’s major shareholders have agreed to relinquish their voting rights on the remaining shares during the transfer process[18] - The company is actively monitoring the progress of the share transfer and will keep investors informed of any developments[19] Operational Performance - Operating costs increased by 30.42% compared to the same period last year, primarily due to intensified market competition[9] - Total operating costs for Q1 2023 were CNY 39,439,576.15, up from CNY 36,624,098.06, reflecting a year-over-year increase of 7.5%[24] - The company incurred operating expenses of 38,264,529.31 CNY in Q1 2023, a decrease from 40,823,550.98 CNY in Q1 2022, representing a reduction of about 6.3%[28] - The company reported a net loss from credit impairment of CNY 1,889,265.89 compared to a loss of CNY 223,707.27 in the previous year[24] - The company did not report any new product launches or significant technological advancements during this quarter[25] - There were no mergers or acquisitions reported in the first quarter of 2023[25]
汇金科技(300561) - 2022 Q4 - 年度财报
2023-04-17 16:00
Financial Performance - The company's operating revenue for 2022 was RMB 157,291,881.40, a decrease of 5.94% compared to RMB 167,231,209.32 in 2021[17] - The net profit attributable to shareholders for 2022 was RMB 7,447,677.38, down 47.49% from RMB 14,183,070.66 in the previous year[17] - Basic earnings per share decreased by 50.00% to RMB 0.02 in 2022, compared to RMB 0.04 in 2021[17] - The company reported a net profit of 2,369,938.05 yuan for the year 2022, a decrease from 6,961,554.78 yuan in 2021, reflecting a decline of approximately 66%[23] - The company reported a significant drop in net profit after deducting non-recurring gains and losses, which was RMB 5,077,739.33, down 29.69% from RMB 7,221,515.88 in 2021[17] - The company’s government subsidies amounted to 720,700 yuan in 2022, down from 3,130,445.27 yuan in 2021, indicating a significant reduction of approximately 77%[23] - The company reported a significant increase in gross profit margin compared to the previous year, reflecting improved operational efficiency[119] Cash Flow and Assets - The net cash flow from operating activities improved significantly to RMB 16,421,479.36, a 177.05% increase from a negative cash flow of RMB -21,311,512.61 in 2021[17] - Total assets at the end of 2022 were RMB 713,255,373.82, a decline of 3.17% from RMB 736,607,619.49 at the end of 2021[17] - As of the end of 2022, cash and cash equivalents decreased to ¥25,073,571.69, accounting for 3.52% of total assets, down from 6.80% at the beginning of the year, a decrease of 3.28%[77] - Accounts receivable increased to ¥87,730,746.50, representing 12.30% of total assets, up from 10.32%, an increase of 1.98%[77] - Investment properties accounted for 42.28% of total assets at ¥301,591,870.00, primarily due to the recognition of certain owned properties as investment properties[77] - Fixed assets decreased significantly to ¥38,936,915.00, representing 5.46% of total assets, down from 44.76%, a decrease of 39.30%[77] Business Operations and Strategy - The company has developed integrated solutions for cash management and security control in the banking sector, covering major banks in China, including state-owned and foreign banks[28] - The company’s main business involves providing "cloud + terminal" solutions utilizing technologies such as IoT, AI, and edge computing to enhance operational management and risk control for financial institutions[29] - The company is focusing on optimizing organizational structure to enhance employee creativity and operational efficiency[48] - The company is implementing a digital management strategy to improve project management efficiency and internal resource utilization[47] - The company aims to enhance bank cash operation risk prevention capabilities through technological advancements in its product offerings[68] - The company is exploring potential mergers and acquisitions to enhance its product offerings and market share, with a budget of CNY 200 million allocated for this purpose[119] Research and Development - The company has 147 authorized patents, including 28 invention patents, and has added 24 new authorized patents during the reporting period[41] - The company focuses on independent research and development, with a strategy of "one generation for sales, one for research, and one for pre-research" to enhance its core competitiveness[37] - The company’s AI authentication solutions incorporate facial recognition and voice recognition technologies, aimed at supporting banks in their digital transformation efforts[32] - The R&D investment for new products and technologies reached CNY 50 million, representing a 20% increase compared to the previous year[119] - The company’s research and development expenses were approximately ¥22.06 million, a slight decrease of 1.05% compared to the previous year[66] Governance and Compliance - The company has established a complete and independent financial department, ensuring compliance with financial accounting standards[108] - The company has a robust internal audit system to evaluate financial operations and mitigate business risks[105] - The company ensures independence from its controlling shareholders in business, personnel, assets, and financial matters[107] - The company has implemented a systematic performance evaluation and incentive mechanism for senior management[105] - The company adheres to strict information disclosure practices, ensuring transparency and equal access to information for all shareholders[105] - The company has committed to maintaining a strong governance structure and ensuring compliance with relevant laws and regulations to protect shareholder interests[103] Shareholder Relations - The company plans to distribute a cash dividend of RMB 0.38 per 10 shares, based on a total of 328,107,975 shares[3] - The company has a structured approach to managing share transfers to minimize market disruption[149] - The company has established a plan for shareholder returns, emphasizing the importance of reasonable investment returns for investors[150] - The company has committed to a profit distribution policy, ensuring cash dividends to investors according to the established guidelines[150] - The company has made a commitment to repurchase shares if there are any misleading statements or omissions in its prospectus[150] Market Presence and Customer Base - The company’s user base includes a wide range of banking institutions, ensuring a comprehensive coverage of its solutions across the banking sector[28] - The bank self-service cash management system accounted for 46.85% of total revenue, declining by 10.47% from the previous year[54] - The bank cash flow internal control system contributed 24.58% of total revenue, with a significant drop of 20.42% year-on-year[54] - The Southwest region saw a revenue increase of 53.68%, contributing 20.69% to total revenue[54] - The company’s top five customers accounted for 68.92% of total annual sales, with the largest customer contributing ¥28.27 million, representing 18.02% of total sales[64] Employee and Labor Relations - The total number of employees at the end of the reporting period is 236, with 111 being technical personnel, representing 47% of the workforce[129] - Employee compensation totaled 47.69 million RMB, accounting for 30.02% of the company's total operating costs[131] - The proportion of core technical personnel increased from 15.39% in 2021 to 18.50% in 2022[131] - The company emphasizes training programs for new employees and management skills enhancement for mid-to-senior level personnel[132] - The company has implemented a performance-based compensation system to align employee responsibilities and benefits[131] Risk Management - The company acknowledges potential risks in product innovation, market expansion, and reliance on core technical talent, which may impact future performance[3] - The company emphasizes risk control and has established a comprehensive financial system to support steady business growth[45] - The company faces risks related to product innovation, market expansion, and reliance on the banking sector, which could impact its operational stability and growth[98][99] - There are no significant internal control deficiencies reported during the period, ensuring effective risk management[139] Social Responsibility - The company has established a charity foundation and actively engages in social welfare projects, including support for local children's welfare institutions[145] - The company adheres to legal regulations and has a robust governance structure to protect shareholder and creditor rights[146] - The company emphasizes employee rights protection by complying with labor laws and providing a secure working environment[146]
汇金科技(300561) - 2017年2月22日投资者关系活动记录表
2022-12-05 05:50
Group 1: Company Overview and Strategy - Huijin Technology has a gross profit margin of nearly 75%, attributed to innovation and value-based pricing strategies [3][4] - The company focuses on customized products for banks, leveraging deep understanding of banking regulations and processes [3][4] - Huijin Technology aims for steady growth while adhering to its core business, viewing banking clients as a significant opportunity [4][5] Group 2: Market Position and Competition - The company holds a first-mover advantage in the physical logistics sector and offers integrated software and hardware solutions [4] - Huijin Technology's product completeness and applicability provide a competitive edge in niche markets [4] - The industry has certain technical and professional barriers, which Huijin Technology navigates effectively [4] Group 3: Financial Management and Funding - The company does not currently have bank loans; funds raised are strictly used according to regulatory guidelines and the prospectus [4][5] - Cash management of raised funds aims to avoid resource waste and enhance efficiency, with investments in wealth management products following a capital preservation principle [4][5] Group 4: Future Planning and Talent Management - Huijin Technology is considering an employee stock ownership plan to enhance talent retention and motivation [4][5] - The company is actively exploring deeper market penetration in the banking sector, focusing on proactive client demand generation and tailored product development [5][6] Group 5: Product Development and Innovation - The company has a 95% success rate in product commercialization, with 95% of developed products achieving sales [5] - Dynamic password algorithms are independently developed by Huijin Technology, leading in domestic commercial applications [5][6] - The company is monitoring the mobile payment sector for potential product innovation opportunities, despite limited impact on current offerings [6]