| 证券代码：603912 | 证券简称：佳力图 | 公告编号：2025-097 | | --- | --- | --- | | 转债代码：113597 | 转债简称：佳力转债 | | 南京佳力图机房环境技术股份有限公司 第四届董事会第十一次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 南京佳力图机房环境技术股份有限公司（以下简称"公司"）第四届董事会 第十一次会议通知于 2025 年 8 月 12 日以电子邮件及电话方式通知各位董事， 会议于 2025 年 8 月 22 日上午在公司二楼会议室以现场结合通讯表决方式召开。 会议应出席 9 人，实际出席 9 人（其中：以通讯表决方式出席会议 5 人）。会议 由董事长何根林先生主持，公司全体监事和高级管理人员列席了本次会议。本次 会议的召开符合《中华人民共和国公司法》和《南京佳力图机房环境技术股份有 限公司章程》及其他有关法律法规的规定，会议合法有效。 二、董事会会议审议情况 （一）审议并通过《公司2025年半年度报告全文及摘要》 具体内容 ...

Financial Performance - The company's operating revenue for the first half of 2025 was CNY 320,826,457.60, representing a 32.20% increase compared to CNY 242,679,339.61 in the same period last year[20] - The total profit for the period was a loss of CNY 22,250,121.24, a decrease of 300.10% from a profit of CNY 11,119,292.10 in the previous year[20] - The net profit attributable to shareholders was a loss of CNY 17,771,622.73, down 262.89% from CNY 10,910,428.03 in the same period last year[20] - The net cash flow from operating activities was a negative CNY 100,913,604.23, compared to a negative CNY 89,811,338.79 in the previous year, reflecting a 12.36% increase in cash outflow[20] - The basic earnings per share for the period was -CNY 0.0328, a decline of 263.18% compared to CNY 0.0201 in the same period last year[21] - The company achieved total operating revenue of 320.83 million, representing a year-on-year growth of 32.20%[30] - The net profit attributable to the parent company was -17.77 million, a decline of 262.89% compared to the same period last year[30] - The net profit attributable to the parent company after deducting non-recurring gains and losses was -25.33 million, a decrease of 664.45% year-on-year[30] Operational Insights - The company experienced increased sales and R&D expenses due to a rise in the number of sales contracts and personnel, impacting overall profitability[21] - The decline in net profit was attributed to intense market competition and a decrease in product sales prices, leading to reduced gross margins[21] - The first phase of the Kaide Youyun data center project has been completed and is now operational, contributing to increased operational costs and depreciation[21] - As of June 30, 2025, the company had a backlog of orders amounting to 976.53 million[30] - The company operates in the precision environment control industry, focusing on data center management and energy efficiency solutions[27] - The main products include precision air conditioning equipment and integrated environment control products, catering to various industries such as telecommunications and finance[28] - The company has established five core business segments, including precision environment control and energy management[31] - The energy management segment features a low-carbon operation management platform and AIOT products aimed at enhancing data center efficiency[31] Research and Development - The company has a dedicated R&D team of 126 professionals, holding 45 leading domestic core technologies and numerous patents, ensuring its position at the forefront of the industry[40] - Research and development expenses increased by 17.25% to CNY 29,235,372.89, reflecting the company's commitment to innovation[51] - The company is focused on research and development in the field of data center environment control technology, leveraging its early market entry advantages[63] Market Position and Strategy - The company has been recognized as an "excellent supplier" by China Telecom for 2024, enhancing its brand effect and customer recognition in the telecommunications industry[34] - The company is involved in drafting multiple national standards, including GB/T44989-2024 for green data center evaluation, contributing to high-quality development in China's data center industry[35] - The company is actively pursuing the construction of data centers to meet computing power demands, launching targeted cooling solutions for different types of intelligent computing data centers[33] - The company has established a smart DC sector centered around Kaide Youyun, which will serve as a demonstration project for its green energy-saving data centers, promoting product technology updates and industrial development[32] Financial Management - The company distributed cash dividends of ¥43,345,429.60 to shareholders in the first half of 2025, emphasizing its commitment to stable shareholder returns[37] - The company maintains a strong focus on information disclosure and investor relations, ensuring timely and accurate communication of its operational and financial status[38] - The company has established a comprehensive profit distribution mechanism to strengthen investor returns, with a revised profit distribution policy detailing the proportion and conditions for dividends[93] - The company plans to issue convertible bonds, which may dilute the current return, potentially leading to lower basic earnings per share or diluted earnings per share compared to the previous year[94] Investment and Capital Structure - The company plans to acquire 100% equity of Nanjing Zhishu Qianhe Engineering Technology Co., Ltd. for a cash consideration of CNY 100,000 by May 2025[54] - The registered capital of Nanjing Zhishu Qianhe will increase from CNY 5,000 to CNY 21,000,000 after the capital increase in June 2025[54] - The company made an external equity investment of CNY 1,100,000 during the reporting period, which is an increase of CNY 1,100,000 compared to the same period last year[54] - The company’s overall investment in external equity increased significantly, indicating a strategic focus on expanding its investment portfolio[54] Risk Factors - The company faces risks from market competition and product substitution, necessitating continuous innovation and quality improvement to maintain its competitive edge[63] - The company acknowledges the risk of material price fluctuations, particularly in commodities, which could affect profitability if prices rise significantly[62] - The company has a significant reliance on the telecommunications industry, which poses a risk if there are major adverse changes in this sector[60] Corporate Governance - The company has committed to avoiding competition with its controlling shareholder and related parties, ensuring no direct or indirect business conflicts[73] - The company commits to strictly adhere to laws and regulations regarding related party transactions, ensuring fair and reasonable pricing based on market standards[75] - The company has not reported any major litigation or arbitration matters during the reporting period[109] - The company has not engaged in any non-operating fund occupation by controlling shareholders or related parties during the reporting period[108] Shareholder Information - The total number of shares increased from 541,804,247 to 541,818,152 due to the conversion of convertible bonds, resulting in an increase of 13,905 shares[130] - The top shareholder, Nanjing Kaide Investment Co., Ltd., holds 156,636,773 shares, representing 28.91% of total shares, with 67,334,347 shares pledged[134] - The company has a total of 49,756 common stock shareholders as of the end of the reporting period[132] - The company plans to convert additional convertible bonds from April 1, 2025, to June 30, 2025, which may further increase the total share count[130] Financial Statements and Accounting Policies - The financial statements have been prepared based on the principle of continuous operation, ensuring compliance with accounting standards[183] - The company has implemented a change in accounting policy regarding the recognition of estimated liabilities related to quality guarantees, affecting the reported operating costs and sales expenses[186] - The company has no changes in accounting estimates during the reporting period, indicating stability in its financial reporting practices[187]

Group 1 - The company reported a revenue of 321 million yuan for the first half of 2025, representing a year-on-year growth of 32.20% [1] - The net profit attributable to shareholders of the listed company was -17.77 million yuan [1] - The basic earnings per share were -0.0328 yuan [1]

Group 1 - The company has established a special settlement account for cash management of idle raised funds at Huaxia Bank to manage its idle funds [1] - The special settlement account has been closed as the company has redeemed all financial products purchased with the funds, and the remaining funds have been transferred back to the special account for raised funds [1][2] - The closure of the account was completed in accordance with relevant regulations, as the company has no plans to continue purchasing financial products through this account [1][3]

Group 1 - The company's stock closed at 10.72 yuan on August 20, down 0.37 yuan, a decrease of 3.34% from the previous trading day [1] - The stock opened at 10.80 yuan, reached a high of 10.95 yuan, and a low of 10.51 yuan, with a trading volume of 523,949 hands and a transaction amount of 559 million yuan [1] - The company operates in the specialized equipment manufacturing industry, focusing on the research, production, and sales of precision air conditioning equipment, primarily used in data centers and communication base stations [1] Group 2 - On August 20, around 9:30 AM, the company's stock experienced a rapid rebound, increasing over 2% within 5 minutes, with a transaction amount of 9.84 million yuan [1] - However, the stock price subsequently fluctuated downward, ultimately closing lower [1] - The net outflow of main funds on that day was 55.35 million yuan, with a cumulative net outflow of 161.59 million yuan over the past five trading days [1]

南京佳力图机房环境技术股份有限公司 关于注销首次公开发行股票募集资金现金管理 专用结算账户的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 证券代码：603912 证券简称：佳力图 公告编号：2025-096 转债代码：113597 转债简称：佳力转债 二、募集资金现金管理专用结算账户的注销情况 截至本公告披露日，公司在华夏银行股份有限公司南京建邺支行购买的理财 产品已全部到期并赎回，现金管理专用结算账户内的资金已转回募集资金专项账 户。鉴于公司后续无继续在上述现金管理专用结算账户购买理财产品的计划，根 据《上市公司募集资金监管规则》及《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等相关规定，公司于近日办理完毕上述现金管理专用结算账 户的注销手续，具体账户信息如下： | 账户名称 | 开户机构 | 账号 | | --- | --- | --- | | 南京佳力图机房环境技术股份有 | 华夏银行股份有限公司南京建 | 10365000000742990 | | 限公司 | 邺支行 | | 特此公告。 一、募集 ...

Core Viewpoint - The company, Nanjing Jialitu Machine Room Environment Technology Co., Ltd., has approved the use of idle funds from a non-public stock issuance for cash management, with a total amount not exceeding 700 million yuan, to enhance fund utilization efficiency and generate investment returns for shareholders [2][10]. Investment Overview - The purpose of the investment is to improve fund utilization efficiency while ensuring the safety of raised funds and the normal operation of investment projects [3]. - The total investment amount for entrusted wealth management is 100 million yuan [3]. - The funds for this investment come from temporarily idle funds raised through a non-public stock issuance, which totaled approximately 911.27 million yuan, with a net amount of about 893.87 million yuan after deducting issuance costs [3]. Shareholder Meeting and Approval Process - The company held a shareholder meeting on April 18, 2025, where the proposal for cash management using idle funds was approved [10]. - The approved cash management amount can be used in a rolling manner within 12 months from the date of approval [11]. Investment Details - The company has utilized 14.69 million yuan of the raised funds, accounting for 16.43% of the net amount, leaving a balance of approximately 786.19 million yuan [6]. - The company has purchased structured deposit products from Zheshang Bank, with a total of 50 million yuan allocated to each of two products, both with a term of 180 days [9]. Risk Management and Control Measures - The company emphasizes that the wealth management products are low-risk, with high safety and liquidity, and will not affect the normal operation of investment projects [8][14]. - The company will maintain close contact with relevant institutions to monitor the operation of the wealth management funds and strengthen risk control [15]. Impact on the Company - The use of idle funds for purchasing wealth management products is expected to enhance fund utilization efficiency and generate investment returns without significantly impacting the company's main business or financial status [17].

| 证券代码：603912 | 证券简称：佳力图 | 公告编号：2025-095 | | --- | --- | --- | | 转债代码：113597 | 转债简称：佳力转债 | | 南京佳力图机房环境技术股份有限公司 关于公司及子公司使用部分闲置非公开发行股票 募集资金进行现金管理的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 基本情况 | 投资金额 | 10000 万元 | | --- | --- | | 投资种类 | 银行理财 | | 资金来源 | 募集资金 | 已履行及拟履行的审议程序 南京佳力图机房环境技术股份有限公司（以下简称"公司"或"佳力图"）于 2025 年 4 月 18 日召开 2025 年第三次临时股东大会，审议通过了《关于公司及 子公司使用部分闲置非公开发行股票募集资金进行现金管理的议案》，同意公司 及子公司拟对总额不超过 7 亿元的闲置非公开发行股票募集资金进行现金管理， 该额度在股东大会审议通过之日起 12 个月内可循环滚动使用。 特别风险提示 本次购买的理财产品安全性 ...

Group 1 - The core viewpoint of the article highlights the recent performance and financial metrics of Jialitu (603912), indicating a stock price increase of 2.86% to 10.78 yuan as of August 15, 2025, with a trading volume of 707,900 hands and a transaction amount of 762 million yuan [1] - The company reported total operating revenue of 136 million yuan for Q1 2025, reflecting a year-on-year growth of 18.90%, while the net profit attributable to shareholders decreased by 649.49% to 12.83 million yuan [1] - The company's liquidity ratios are reported as a current ratio of 2.192 and a quick ratio of 1.779, with a debt-to-asset ratio of 45.66% [1] Group 2 - Jialitu has made investments in 9 companies and participated in 1,547 bidding projects, showcasing its active engagement in the market [2] - The company holds 11 trademark registrations and 427 patents, indicating a strong focus on intellectual property [2] - Additionally, Jialitu possesses 39 administrative licenses, further demonstrating its operational capabilities [2]

Group 1 - The core point of the article highlights that Jialitu (603912) experienced a stock price decline of 4.9% to 10.48 yuan as of August 14, 2025, with a trading volume of 733,800 hands and a transaction amount of 773 million yuan [1] - The company's latest quarterly performance report shows total operating revenue of 136 million yuan, an increase of 18.90% year-on-year, while net profit attributable to shareholders decreased by 649.49% to 12.83 million yuan [1] - The company has a current ratio of 2.192, a quick ratio of 1.779, and a debt-to-asset ratio of 45.66% [1] Group 2 - Jialitu has made investments in 9 companies and participated in 1,546 bidding projects, indicating active engagement in business development [2] - The company holds 11 trademark registrations and 427 patents, showcasing its focus on intellectual property [2] - Additionally, Jialitu possesses 39 administrative licenses, reflecting its compliance and operational capabilities [2]