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]

Group 1 - The company held its 15th meeting of the 3rd Board of Directors and the 10th meeting of the 3rd Supervisory Board on August 10, 2025, to review the semi-annual report and summary for 2025 [1] - The 2025 semi-annual report and summary were disclosed on August 12, 2025, on the designated information disclosure platform of the China Securities Regulatory Commission [1] - The company emphasizes the importance of providing investors with a comprehensive understanding of its operational status, financial condition, and future development plans [1]

Core Viewpoint - The company has approved the use of idle self-owned funds for cash management to enhance fund returns while ensuring normal operations and safeguarding shareholder interests [1][4]. Cash Management Overview - The company plans to utilize up to RMB 100 million of idle self-owned funds for entrusted wealth management, with the funds being able to be used in a rolling manner within a 12-month authorization period [1][4]. - The investment will focus on low to medium-risk financial products that are safe and liquid [1][2]. Investment Decision Authority - The board has authorized the general manager to make investment decisions within the specified limits and to sign relevant documents, with the finance manager responsible for implementation [2][3]. - The company will purchase wealth management products from unrelated financial institutions, ensuring no related party transactions occur [2]. Risk Control Measures - The company will strictly evaluate investment products and select those from reputable financial institutions to mitigate risks [2][3]. - The finance department will monitor product performance and take necessary actions if adverse factors are identified [3]. Impact on the Company - The cash management initiative is expected to improve fund efficiency and returns without affecting the company's core business operations [3][4]. - The independent directors have confirmed that the decision complies with relevant regulations and does not harm minority shareholders' interests [3][4]. Supervisory Approval - The supervisory board has approved the use of idle funds for cash management, reiterating the rolling use of funds within the authorized limit and timeframe [4]. - The sponsor has verified that the necessary approval procedures have been followed, supporting the initiative to enhance fund efficiency and returns [4].

Core Viewpoint - The company has decided to postpone the expected completion dates for two fundraising projects to December 31, 2027, due to changes in market demand and project progress [5][10][11] Fundraising Overview - The company raised a net amount of RMB 398,479,171.59 from the issuance of convertible bonds, which was fully received on March 8, 2023 [1][3] - The total investment for the fundraising projects is RMB 40,668.21 million, with RMB 39,847.92 million planned to be allocated from the raised funds [3][5] Project Progress - As of June 30, 2025, the cumulative investment in the projects is RMB 3,848.06 million, representing 9.66% of the planned investment [5][9] - The two main projects are: 1. Urban Lifeline Safety Monitoring Platform Construction 2. Digital Twin Computing Center and Production Base Construction [5][6] Delay Reasons - The delay is attributed to the unimplemented purchase and renovation of properties totaling RMB 84.20 million, which accounts for 26.17% of the planned investment [5][6] - The company aims to optimize existing resources and reduce costs due to a slowdown in urban infrastructure investments [5][6] Future Plans - The company will continue to manage the raised funds strictly and will focus on equipment purchases and R&D investments [9][10] - The company plans to actively explore potential market demands related to the fundraising projects and will invest in phases according to actual progress [9][10] Approval Process - The board of directors and the supervisory board have approved the postponement of the project completion dates, confirming that the decision complies with relevant regulations and does not harm shareholder interests [10][11]

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 使用闲置自有资金进行现金管理的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合"、"保荐人"）作为南京 市测绘勘察研究院股份有限公司（以下简称"测绘股份"、"公司"）向不特定对 象发行可转换公司债券并在创业板上市持续督导阶段的保荐人，根据《证券发行 上市保荐业务管理办法》 《深圳证券交易所股票上市规则》 《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》等有关规定，就测绘股 份拟使用闲置自有资金进行现金管理事项进行了审慎核查，发表核查意见如下： 一、现金管理的基本情况 公司使用最高不超过人民币 10,000 万元的闲置自有资金。在上述额度内， 资金可以循环滚动使用。 授权期限自董事会审议通过之日起 12 个月。 公司董事会、监事会审议通过后，授权公司总经理在规定额度范围内行使相 关投资决策权并签署相关文件，由财务负责人组织实施。 公司将按照相关规定严格控制风险，对投资产品进行严格评估，拟投资于安 全性较高、流动性好的中低风险或稳健性的投资产品。 公司将按照《上市公司信息披露管理办法》《深圳证券交易所创业板股票上 市 ...

Core Viewpoint - The company has decided to extend the expected completion date for two fundraising projects to December 31, 2027, due to current market conditions and project progress [1][12][13] Fundraising Overview - The company raised a net amount of approximately RMB 398.48 million from the issuance of convertible bonds on March 2, 2023, with all funds received by March 8, 2023 [1][2] - The funds are being managed in accordance with relevant regulations, ensuring dedicated accounts for their storage and use [2][6] Project Progress - The two main projects funded by the raised capital are: 1. Urban Lifeline Safety Monitoring Platform Construction 2. Computing Power Center and Production Base for Digital Twin [3][4] - As of June 30, 2025, the cumulative investment in these projects was approximately RMB 39.85 million, with a progress rate of 9.66% [5][6] Delay Reasons - The delay in project completion is attributed to: - A total of RMB 84.20 million planned for property acquisition and renovation not yet implemented, representing 26.17% of the total planned investment [6][8] - A slowdown in investment in urban infrastructure due to macroeconomic pressures [8][10] Project Details - The Urban Lifeline project aims to integrate and enhance government and enterprise monitoring systems using advanced technologies like IoT and big data [7][8] - The Computing Power Center is designed to optimize cost structures and enhance data security, although it currently does not generate direct revenue [8][9] Future Plans - The company plans to use the remaining funds primarily for equipment purchases and research and development, while actively exploring potential market demands related to the projects [10][12] - The company will optimize resource allocation and monitor project progress closely to ensure timely completion [10][11]

Core Viewpoint - The company announced the approval of multiple proposals, including the 2025 semi-annual report and summary, during the tenth meeting of the third supervisory board [2] Group 1 - The company held its third supervisory board's tenth meeting on August 11, where several proposals were reviewed and approved [2] - Among the approved proposals is the company's 2025 semi-annual report and its summary [2]

（文章来源：证券日报） 证券日报网讯 8月11日晚间，测绘股份发布公告称，公司第三届董事会第十五次会议审议通过了《关于 公司全资子公司变更为控股孙公司的议案》等多项议案。 ...