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 大连智云自动化装备股份有限公司（以下简称"公司"）第六届董事会第十 三次临时会议于 2025 年 10 月 27 日 15:00 在公司会议室召开。本次董事会会议 由公司董事长师利全先生召集和主持，会议通知于 2025 年 10 月 24 日以书面送 达、电子邮件及电话的方式向全体董事发出。会议采取现场结合通讯表决的方式 召开，公司全体 7 名董事出席了本次会议，公司高级管理人员列席了本次会议。 本次会议的召集、召开及表决程序符合《公司法》等法律法规及《公司章程》的 相关规定。 大连智云自动化装备股份有限公司 证券代码 ：300097 证券简称：ST 智云 公告编号：2025-043 大连智云自动化装备股份有限公司 第六届董事会第十三次临时会议决议公告 经核查，董事会认为：公司《2025 年第三季度报告》的编制程序及内容格 式符合中国证监会、深圳证券交易所以及相关法律、法规的规定，报告内容真实、 准确、完整地反映了公司 2025 年第三季度的经营情况、财务状况，不存在虚假 记载、误导性陈述 ...

Financial Performance - The company's operating revenue for Q3 2025 was ¥42,926,291.01, a decrease of 61.94% compared to the same period last year[5] - The net profit attributable to shareholders was -¥5,998,882.11, representing a decline of 338.23% year-on-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥11,599,913.13, down 553.35% from the previous year[5] - The company's revenue for the first nine months of 2025 was ¥132,058,479.17, down 63.07% from ¥357,594,254.67 in the same period of 2024[9] - Total operating revenue for the current period was ¥132,058,479.17, a decrease of 63.0% compared to ¥357,594,254.67 in the previous period[27] - Net profit for the current period was a loss of ¥111,611,084.30, compared to a profit of ¥12,757,229.34 in the previous period[28] - The total comprehensive income for the period was -111,618,900.11, compared to 12,754,989.58 in the previous period[29] - Basic and diluted earnings per share were both -0.3868, a decrease from 0.0442 in the prior period[29] Assets and Liabilities - The total assets at the end of the reporting period were ¥745,623,845.56, a decrease of 16.09% from the end of the previous year[5] - The company's total liabilities decreased by 16.09% compared to the previous year, primarily due to a reduction in restricted cash[9] - Total assets decreased to ¥745,623,845.56 from ¥888,612,341.44, reflecting a decline of 16.1%[25] - Current assets totaled ¥467,203,027.49, down 22.3% from ¥601,626,446.57 at the beginning of the period[24] - Total liabilities decreased to ¥365,703,814.30 from ¥397,073,410.07, a decline of 7.9%[25] - The company's equity attributable to shareholders decreased to ¥379,920,031.26 from ¥491,538,931.37, a decrease of 22.7%[25] Cash Flow - The company's cash flow from operating activities for the year-to-date was ¥7,712,530.18, down 83.88% compared to the same period last year[5] - Net cash flow from operating activities decreased by 83.88% to ¥7,712,530.18 compared to ¥47,854,060.90 in the same period last year[11] - Cash inflows from operating activities totaled 190,604,253.95, down from 338,010,746.38 in the previous period, representing a decline of approximately 43.7%[31] - The net cash flow from operating activities was 7,712,530.18, significantly lower than 47,854,060.90 in the prior period, indicating a decrease of about 83.9%[31] - Cash outflows for purchasing goods and services were 75,770,407.27, down from 146,130,423.64, a reduction of approximately 48.2%[31] - Cash inflows from financing activities were 71,980,000.00, compared to 83,700,000.00 in the previous period, reflecting a decrease of about 13.9%[31] - The net cash flow from financing activities was -16,221,649.23, worsening from -10,081,563.93 in the prior period[31] - The ending balance of cash and cash equivalents dropped by 71.03% to ¥13,630,551.20 from ¥47,046,806.59 in the prior year[11] - The ending balance of cash and cash equivalents was 13,630,551.20, down from 47,046,806.59, a decline of approximately 70.0%[31] - The company reported a cash inflow of 5,408,364.00 from investment activities, compared to 10,175,697.88 in the previous period, indicating a decrease of about 46.8%[31] - The company’s cash flow from investment activities was positive at 5,294,859.57, recovering from a negative cash flow of -5,951,337.52 in the prior period[31] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 15,921[13] - The largest shareholder, Shiliquan, holds 8.56% of shares, amounting to 24,707,628 shares, with 24,500,000 shares pledged[13] - The second-largest shareholder, Tan Yongliang, holds 6.18% of shares, totaling 17,827,507 shares[14] Legal Matters - The company has received a total of ¥185,980.34 from the enforcement of a property preservation application related to a contract dispute[15] - The total amount of securities fraud liability lawsuits against the company amounts to ¥2,584,568.28, with ¥1,125,709.79 already settled[21] - The company is involved in multiple arbitration cases, including disputes with Sichuan Jiutian, with no final results reported as of the disclosure date[19] Investment Income and Losses - The company reported a significant increase in investment income, which rose by 1795.21% to ¥4,553,183.79 compared to the previous year[10] - The company experienced a substantial increase in credit impairment losses, which rose by 749.11% to -¥69,183,788.08 due to provisions for bad debts[10]

Core Viewpoint - The company, ST Zhiyun, confirmed that its touch display module automation equipment is utilized in the production of various devices, including smartphones from brands like Xiaomi, Huawei, and Honor [2]. Group 1: Product Applications - The company's products are applicable in the manufacturing of smartphones, laptops, tablets, automotive displays, and wearable devices [2]. - The downstream customers primarily consist of display panel manufacturers or module manufacturers [2]. Group 2: Production Arrangement - Display panel manufacturers or module manufacturers schedule production based on their own order situations [2].

Core Viewpoint - The company will disclose its asset impairment provisions in the upcoming third-quarter report scheduled for October 29, 2025, following the relevant accounting standards and policies [1] Group 1 - Investors inquired about potential large impairment provisions in the company's third-quarter report [1] - The company confirmed that it will adhere to the "Enterprise Accounting Standards" and its own accounting policies for the necessary accounting treatments [1]

Core Viewpoint - The recent developments in the investor compensation case against Zhiyun Co., Ltd. (智云股份) indicate that investors have begun to win lawsuits due to false statements made by the company, with a court ruling requiring Zhiyun to compensate investors a certain percentage of their losses following the judgment [1] Group 1: Legal Proceedings - The investor compensation case against Zhiyun Co., Ltd. has been initiated in Dalian Intermediate Court, with the legal team continuing to accept claims from other investors [1] - A precedent has been set with investors winning in the first instance, leading to potential further claims [1] Group 2: Regulatory Findings - The China Securities Regulatory Commission (CSRC) issued an administrative penalty decision on March 17, 2025, confirming that Zhiyun Co. engaged in illegal activities [1] - In 2020, Zhiyun acquired an 81.3181% stake in Shenzhen Jiutian Zhongchuang Automation Equipment Co., which became a subsidiary included in Zhiyun's consolidated financial statements [1] - In 2022, Jiutian Zhongchuang falsely recognized sales revenue of 59.7345 million yuan and profit of 24.1123 million yuan from Jiangxi Mizhan Technology Co., accounting for 13.27% and 7.09% of Zhiyun's reported revenue and profit, respectively [1] Group 3: Financial Manipulation - Between April and October 2022, Jiutian Zhongchuang transferred a total of 68.2 million yuan to three suppliers, who then transferred 67.7 million yuan back to Jiutian Zhongchuang, creating a circular flow of funds without any real sales transactions [1] - This manipulation resulted in false sales revenue being reported in Zhiyun's 2022 annual report [1]

大连智云自动化装备股份有限公司 公司已就《行政处罚决定书》所涉事项对相应年度财务会计报告进行了前期会 计差错更正及追溯调整，公司将在满足《深圳证券交易所创业板股票上市规则》第 9.11 条相关撤销其他风险警示条件后及时向深圳证券交易所申请撤销其他风险警示。 一、实施其他风险警示的原因 2024 年 12 月 10 日，公司收到大连证监局下发的《行政处罚事先告知书》。根 据《行政处罚事先告知书》认定的情况，公司涉及的违法违规行为触及《深圳证券 证券代码：300097 证券简称：ST 智云 公告编号：2025-042 大连智云自动化装备股份有限公司 关于公司股票交易被实施其他风险警示相关事项的进展公告 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。 特别提示： 1、大连智云自动化装备股份有限公司（以下简称"公司"）收到中国证券监 督管理委员会大连监管局（以下简称"大连证监局"）下发的《行政处罚事先告知 书》（大证监处罚字【2024】3 号），并于 2024 年 12 月 11 日在巨潮资讯网披露了 《关于公司及相关当事人收到<行政处罚事先告知书>的公告》（公告编号 ...

大连智云自动化装备股份有限公司 证券代码：300097 证券简称：ST 智云 公告编号：2025-041 大连智云自动化装备股份有限公司 关于公司股票交易被实施其他风险警示相关事项的进展公告 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。 特别提示： 1、大连智云自动化装备股份有限公司（以下简称"公司"）收到中国证券监 督管理委员会大连监管局（以下简称"大连证监局"）下发的《行政处罚事先告知 书》（大证监处罚字【2024】3 号），并于 2024 年 12 月 11 日在巨潮资讯网披露了 《关于公司及相关当事人收到<行政处罚事先告知书>的公告》（公告编号： 2024-052）。根据《深圳证券交易所创业板股票上市规则》第 9.4 条第（七）项规 定，公司股票交易于 2024 年 12 月 12 日起被实施其他风险警示。 2、公司于 2025 年 3 月 14 日收到大连证监局下发的《行政处罚决定书》（[2025]1 号），《行政处罚决定书》中认定的情况与《行政处罚事先告知书》中涉及的违法 违规行为一致。 3、根据《深圳证券交易所创业板股票上市规则》第 9.9 条 ...

Core Insights - ST Zhiyun reported a significant decline in revenue and net profit for the first half of 2025, with total revenue of 89.13 million yuan, down 63.59% year-on-year, and a net loss of 106 million yuan, a decrease of 1131.46% compared to the previous year [1] Financial Performance - The company's gross margin fell to 16.81%, a decrease of 53.41% year-on-year, while the net margin plummeted to -118.49%, down 2932.98% [1] - Total operating expenses (sales, management, and financial expenses) accounted for 33.26% of revenue, an increase of 90.44% year-on-year, totaling 29.64 million yuan [1] - Earnings per share dropped to -0.37 yuan, a decline of 1025.00% year-on-year, and the net asset value per share decreased to 1.34 yuan, down 39.32% [1] Cash Flow and Debt - The company's cash flow situation is concerning, with cash and cash equivalents only covering 8.24% of current liabilities, and the average operating cash flow over the past three years being only 3.19% of current liabilities [3] - The company experienced a 131.80% decline in operating cash flow per share, which fell to -0.01 yuan [1] Business Model and Historical Performance - The company's historical financial performance has been weak, with a median Return on Invested Capital (ROIC) of 4.62% over the past decade, and a particularly poor ROIC of -49.92% in 2021 [2] - The business model relies heavily on research and development, necessitating a thorough examination of the underlying drivers of this approach [2]

Core Viewpoint - ST Zhiyun (300097) reported a significant decline in both revenue and net profit for the first half of 2025, indicating severe financial challenges faced by the company [1] Financial Performance - The company achieved operating revenue of 89.1322 million yuan in the first half of 2025, representing a year-on-year decrease of 63.59% [1] - The net profit for the same period was -106 million yuan, reflecting a year-on-year decline of 1131.46% [1] - Basic earnings per share were reported at -0.37 yuan [1] - The weighted average return on equity (ROE) stood at -24.07% [1]

Core Insights - ST Zhiyun reported a significant decline in revenue and a net loss for the first half of 2025, with operating income of 89.13 million yuan, a year-on-year decrease of 63.59%, and a net profit attributable to shareholders of -106 million yuan, compared to a profit of 10.24 million yuan in the same period last year [1] - The company attributed its losses primarily to lower demand and acceptance progress in the touch display module automation equipment segment, leading to a substantial increase in credit impairment provisions by 1,268.09% year-on-year [1] Company Strategy - The company plans to enhance its R&D capabilities and leverage its technological and customer advantages to explore new fields and businesses, particularly focusing on OLED-related equipment demands [1][2] - ST Zhiyun aims to optimize its product structure and improve internal management to strengthen its risk resistance while actively seeking new growth points by deepening existing customer relationships and expanding into new applications [2] Market Position - ST Zhiyun is one of the few domestic companies capable of providing customized intelligent manufacturing equipment solutions, holding a strong competitive edge in the automation equipment segment for touch display modules [2] - The company’s products in bonding, dispensing, bending, laminating, and testing have gained recognition from leading international enterprises, covering major domestic suppliers of modules and panels [2] Industry Outlook - According to DSCC, total investment in display equipment is expected to remain between 7 billion and 8 billion USD from 2025 to 2027, presenting valuable development opportunities for domestic display panel equipment manufacturers amid the growing trend of domestic substitution [2] - The revenue from OLED display module automation equipment has reached approximately 68% of the total revenue from touch display module equipment, indicating a strategic shift towards OLED technology [3]