关于南京市测绘勘察研究院股份有限公司 2025 年半年度持续督导跟踪报告 华泰联合证券有限责任公司 关于南京市测绘勘察研究院股份有限公司 2025 年半年度持续督导跟踪报告 | 保荐人名称：华泰联合证券有限责任公司 | 被保荐公司简称：测绘股份 | | --- | --- | | 保荐代表人姓名：朱辉 | 联系电话：0512-85883377 | | 保荐代表人姓名：刘一为 | 联系电话：0512-85883377 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 0 | | 2．督导公司建立健全并有效执行规章制度的情况 | | | （1）是否督导公司建立健全规章制度（包括 但不限于防止关联方占用公司资源的制度、 | | | | 是 | | 募集资金管理制度、内控制度、内部审计制 | | | 度、关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3.募集资金监督情况 | | | （1）查询公司募集资金专户次数 | 每 ...

| 证券代码：300826 | 证券简称：测绘股份 公告编号：2025-083 | | --- | --- | | 债券代码：123177 | 债券简称：测绘转债 | 南京市测绘勘察研究院股份有限公司（以下简称"公司"）于2025年4月20日召开 第三届董事会第十一次会议、第三届监事会第八次会议，分别审议通过了《关于公司 2025年度使用部分闲置募集资金进行现金管理的议案》，同意在不影响募投项目建设 和正常生产运营的前提下，公司使用不超过3.0亿元的闲置募集资金进行现金管理，投 资于安全性高、流动性好、满足保本要求、期限不超过12个月的产品，在授权额度范 围 内 资 金 可 循 环 使 用 。 具 体 内 容 详 见 2025 年 4 月 22 日 公 司 在 巨 潮 资 讯 网 （www.cninfo.com.cn）上刊登的《关于使用部分闲置募集资金进行现金管理的公告》 （公告编号：2025-027）及相关文件。 一、本次购买理财产品的基本情况 近日，公司使用部分闲置募集资金购买了相关理财产品，现就相关事宜公告如下： | 受托方 | 产品名称 | 金额（万元） | 产品起息日 | 产品到期日 | 产品类型 ...

Market Overview - The engineering consulting services sector experienced a decline of 0.47% on August 13, with Huajian Group leading the drop [1] - The Shanghai Composite Index closed at 3683.46, up 0.48%, while the Shenzhen Component Index closed at 11551.36, up 1.76% [1] Individual Stock Performance - Suzhou Planning (301505) saw a significant increase of 4.47%, closing at 27.11 with a trading volume of 161,500 shares and a turnover of 425 million yuan [1] - Shenzhen Ruijie (300977) increased by 3.23%, closing at 21.07 with a trading volume of 70,200 shares and a turnover of 14.7 million yuan [1] - Huajian Group (600629) led the decline with a drop of 5.82%, closing at 15.04 with a trading volume of 880,500 shares and a turnover of 1.342 billion yuan [2] Capital Flow Analysis - The engineering consulting services sector experienced a net outflow of 409 million yuan from institutional investors, while retail investors saw a net inflow of 362 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2][3] Notable Stock Movements - Shenzhen Ruijie (300977) had a net inflow of 9.23 million yuan from institutional investors, but a net outflow of 15.21 million yuan from retail investors [3] - China Ruilin (603257) experienced a net inflow of 2.00% from institutional investors, despite a net outflow from retail investors [3]

Core Viewpoint - The recent financial report of Surveying Co. (300826) indicates a mixed performance with a slight increase in total revenue but a significant decline in net profit, raising concerns about cash flow and receivables management [1][2]. Financial Performance - Total revenue for the first half of 2025 reached 224 million yuan, a year-on-year increase of 4.11% compared to 215 million yuan in 2024 [1]. - Net profit attributable to shareholders was 7.00 million yuan, down 23.01% from 9.09 million yuan in the previous year [1]. - The second quarter saw total revenue of 151 million yuan, up 29.88% year-on-year, but net profit dropped 37.45% to 2.17 million yuan [1]. - Gross margin improved slightly to 32.37%, an increase of 0.49% year-on-year, while net margin decreased to 3.41%, down 14.69% [1]. - Total operating expenses (selling, administrative, and financial) amounted to 51.29 million yuan, representing 22.93% of revenue, an increase of 6.56% year-on-year [1]. Cash Flow and Receivables - The company reported a significant increase in accounts receivable, which reached 624 million yuan, up 22.77% from 508 million yuan, with accounts receivable to net profit ratio at an alarming 5545.77% [1][4]. - Operating cash flow per share was -0.60 yuan, a decrease of 120.41% year-on-year, indicating cash flow challenges [1]. - The net cash flow from operating activities decreased by 132.45% due to reduced cash received from sales [2]. Investment Returns and Business Model - The company's return on invested capital (ROIC) was 1.25%, indicating weak capital returns, with a historical median ROIC of 11.93% since its listing [3]. - The business model relies heavily on research and marketing, necessitating a deeper analysis of the underlying drivers [4]. - The company has a healthy cash asset position, but attention is needed on cash flow and receivables management [4].

Group 1 - The company, Measurement Co., is currently involved in the design, construction, and operational surveying and technical consulting for certain sections of the Ning'an Railway [1]

Core Viewpoint - The company reported a slight increase in revenue but a significant decline in net profit for the first half of 2025 compared to the same period in the previous year [1]. Financial Performance - Revenue for the reporting period was CNY 223,681,196.54, representing a 4.11% increase from CNY 214,858,986.05 in the same period last year [1]. - Net profit attributable to shareholders decreased by 23.01%, amounting to CNY 7,000,547.18 compared to CNY 9,093,331.93 in the previous year [1]. - The net profit after deducting non-recurring gains and losses was not specified but indicates a decline in operational efficiency [1]. - The net cash flow from operating activities was negative at CNY -100,219,290.04, a 132.45% decrease from CNY -43,114,363.92 in the previous year [1]. - Basic and diluted earnings per share both decreased by 33.33% to CNY 0.04 from CNY 0.06 [1]. - The weighted average return on equity fell to 0.52% from 0.71%, indicating reduced profitability [1]. Asset and Equity Position - Total assets at the end of the reporting period were CNY 2,583,317,733.86, a 2.64% increase from CNY 2,516,847,283.20 at the end of the previous year [1]. - Net assets attributable to shareholders increased slightly by 0.20% to CNY 1,371,297,796.81 from CNY 1,368,537,749.32 [1].

Group 1 - The board meeting was held on July 31, 2025, with all members ensuring the accuracy and completeness of the disclosed information [1] - The board approved the 2025 semi-annual report, confirming it reflects the company's actual situation without any misleading statements [2][3] - The board also approved a special report on the use of raised funds, confirming compliance with regulations and no violations in fund management [2][3] Group 2 - The board agreed to use up to RMB 100 million of idle funds for cash management, with a usage period not exceeding 12 months [3] - The board approved an extension for the completion date of two projects to December 31, 2027, without changing the project scope or funding usage [4] - The company decided to transfer 100% equity of Guangzhou Yutu Technology Co., Ltd. to its subsidiary for RMB 1.96 million, which will not affect the financial status or results [5]

Meeting Overview - The fourth special meeting of the third board of independent directors of Nanjing Surveying and Mapping Research Institute Co., Ltd. was held on August 9, 2025, in the company meeting room, with all three independent directors present for voting [1]. Agenda Review - The independent directors unanimously approved the proposal regarding the storage and use of raised funds for the first half of 2025, confirming compliance with relevant regulations from the China Securities Regulatory Commission and Shenzhen Stock Exchange, ensuring proper storage, usage, disclosure, and management of funds without harming shareholder interests [1][2]. - The independent directors also agreed on the use of idle self-owned funds for cash management, stating that it aligns with the regulations of the Shenzhen Stock Exchange and enhances fund utilization efficiency without harming the interests of minority shareholders [2].

Meeting Overview - The 10th meeting of the Supervisory Board was held with notifications sent via phone and email on July 31, 2025 [1] - The meeting was conducted in accordance with relevant laws and the company's articles of association [1] Supervisory Board Resolutions - The Supervisory Board approved the 2025 semi-annual report, confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [2] - The report on the use of raised funds for the first half of 2025 was deemed to accurately reflect the management and usage of the funds, complying with regulations [2] - The company was authorized to use up to RMB 100 million of idle self-owned funds for cash management, with a usage period not exceeding 12 months [2][3] Project Updates - The Supervisory Board approved the extension of the project deadlines for two fundraising projects to December 31, 2027, without changing the project implementation subjects or funding purposes [3] - The company agreed to transfer 100% equity of Guangzhou Yutu Technology Co., Ltd. to its subsidiary Jiangsu Yutu Smart Technology Co., Ltd. for RMB 1.96 million, which will not affect the consolidated financial statements [4]

Core Points - The company has successfully raised a total of RMB 406,682,100.00 through the issuance of convertible bonds, with the funds being managed in a dedicated account [1][2] - As of June 30, 2025, the company has utilized RMB 38,480,600.00 of the raised funds for various projects, with a significant portion still remaining in cash management products [3][4] - The company has entered into a tripartite supervision agreement with Huatai United Securities and CITIC Bank to ensure proper management and usage of the raised funds [3] Fundraising Overview - The total amount raised through the issuance of convertible bonds is RMB 406,682,100.00, with 4,066,821 bonds issued at a face value of RMB 100.00 each [1] - The funds were verified by Rongcheng Accounting Firm, confirming the total amount raised and the deduction of issuance costs [1] Fund Usage and Management - The company has allocated RMB 13,648,643.17 for replacing pre-invested project expenditures and has redeemed RMB 330,000,000.00 in cash management products [2] - As of June 30, 2025, the total balance of the raised funds in dedicated accounts is RMB 82,003,848.52, distributed across multiple accounts at CITIC Bank [3] Project Investment Status - The company has invested a total of RMB 38,480,600.00 in various projects, with specific projects experiencing delays due to market conditions and strategic decisions [6][7] - The company has decided to temporarily postpone investments in real estate and renovations, amounting to RMB 84,200,000.00, due to economic pressures and a focus on optimizing existing resources [8] Cash Management of Idle Funds - The company has approved the use of up to RMB 300,000,000.00 of idle funds for cash management, ensuring that it does not affect ongoing projects [4][10] - As of June 30, 2025, RMB 270,000,000.00 of idle funds have been utilized for cash management, with the remaining funds stored in dedicated accounts [10]