证券代码：301378 证券简称：通达海 公告编号：2025-061 南京通达海科技股份有限公司 第二届董事会第二十三次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、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 南京通达海科技股份有限公司（以下简称"公司"）第二届董事会第二十三 次会议于 2025 年 12 月 2 日在公司会议室以现场结合通讯表决方式召开。本次会 议为董事会临时会议，由郑建国董事长召集和主持，会议通知于 2025 年 11 月 27 日通过书面和邮件方式发出。本次会议应出席会议董事 7 名，实际出席董事 7 名。 会议的召集、召开和表决符合《公司法》和《公司章程》等的规定。 二、董事会会议审议情况 与会董事认真讨论、审议，并以投票表决的方式通过了以下议案： （一）审议通过《关于以现金方式收购上海润之信息科技有限公司 26%股权 的议案》 （二）审议通过《关于前期会计差错更正的议案》 董事会认为，本次会计差错更正符合《企业会计准则第 28 号——会计政策、 会计估计变更和差错更正》《公开发行证券的公司信息披露编报规则第 19 号—— 财务信息的更正及 ...

Financial Performance - The company's revenue for Q3 2025 was ¥97,901,969.38, representing a decrease of 5.26% compared to the same period last year[4]. - The net profit attributable to shareholders was a loss of ¥6,430,068.89, which is a reduction in loss by 46.96% year-on-year[4]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of ¥9,027,432.80, a reduction in loss by 43.53% compared to the previous year[4]. - The company reported total operating revenue of CNY 251,064,802.13 for the current period, a decrease of 11.4% compared to CNY 283,374,702.37 in the previous period[30]. - The company's net operating profit was recorded at CNY -45,974,192.86, slightly improved from CNY -47,246,823.90 in the previous period[30]. - The total net profit for the current period is -48,441,106.07, compared to -44,851,270.09 in the previous period, indicating a decline of approximately 6.5%[31]. - The total comprehensive income attributable to the parent company is -50,457,602.02, compared to -48,742,939.72 in the previous period, reflecting a decline of about 3.5%[31]. Assets and Liabilities - Total assets at the end of the reporting period were ¥1,589,498,907.69, down 4.38% from the end of the previous year[4]. - The company's total assets decreased to CNY 1,589,498,907.69 from CNY 1,662,380,390.95, a decline of 4.4%[28]. - The total liabilities decreased to CNY 262,928,427.93 from CNY 288,103,805.12, a reduction of 8.7%[28]. - The company's retained earnings decreased to CNY 102,046,403.78 from CNY 152,504,005.80, a decline of 33.1%[29]. Cash Flow - Cash flow from operating activities for the year-to-date was negative at ¥117,042,299.55, indicating cash outflow[4]. - The net cash flow from operating activities is -117,042,299.55, slightly improved from -122,504,359.87 in the previous period[34]. - The total cash outflow from operating activities is 361,701,519.16, compared to 387,417,156.32 in the previous period, indicating a reduction of about 6.6%[34]. - Cash inflow from investment activities increased to 2,445,635,000.93, up from 2,090,995,016.63 in the previous period, representing a growth of about 16.9%[34]. - The net cash flow from investment activities is 253,934,497.76, a significant increase from 12,240,601.18 in the previous period[34]. - Cash and cash equivalents increased to CNY 527,581,842.05 from CNY 418,212,443.58, representing a growth of 26.2%[27]. - The total cash and cash equivalents at the end of the period is 430,111,316.19, compared to 300,802,948.17 at the end of the previous period, showing an increase of approximately 43%[34]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 13,811[12]. - The company’s major shareholders include Zheng Jianguo with 31.16% and Nanjing Zhiyi Enterprise Management Center with 8.56%[13]. - The company has a total of 30,102,186 shares held by Zheng Jianguo, which are subject to lock-up until September 20, 2026[16]. - The company has no reported related party transactions among its top shareholders, except for the relationship between Zheng Jianguo and Nanjing Zhiyi[13]. Management and Governance - Management expenses increased by 40.57% to ¥40,705,655.04, primarily due to one-time severance benefits[10]. - The company has restructured its governance by abolishing the supervisory board and transferring its powers to the audit committee of the board of directors[23]. - The company’s board of directors approved the stock incentive plan on September 29, 2025, and the plan was subsequently ratified by the shareholders[19]. - The company’s board has been authorized to handle matters related to the stock incentive plan following shareholder approval[19]. Investment Activities - The company approved a cash acquisition of 40% equity in Jiangsu Sufuda Data Technology Co., Ltd. for RMB 25.64 million, making it a wholly-owned subsidiary[21]. - The company’s cash acquisition of Jiangsu Sufuda is part of its strategy to expand its technology capabilities[21]. - The company completed several fundraising investment projects, resulting in a total of RMB 225.61 million in surplus funds, which will be permanently supplemented to working capital[22]. Stock Incentive Plan - The company announced a stock incentive plan, granting 2.5315 million restricted shares at a price of RMB 15.58 per share to 181 eligible participants[20]. - The company reported a total of 52,737,891 restricted shares at the beginning of the period, with 2,052,422 shares released from restrictions during the period[16].

证券代码：301378 证券简称：通达海 公告编号：2025-063 南京通达海科技股份有限公司 关于前期会计差错更正的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 南京通达海科技股份有限公司（以下简称"公司"）于 2025 年 12 月 2 日召 开公司第二届董事会第二十三次会议，审议通过了《关于前期会计差错更正的议 案》，同意公司按照《企业会计准则第 28 号—会计政策、会计估计变更和差错 更正》《企业会计准则第 3 号—投资性房地产》以及中国证券监督管理委员会 （以下简称"证监会"）《公开发行证券的公司信息披露编报规则第 19 号—财 务信息的更正及相关披露》《上市公司 2022 年年度财务报告会计监管报告》等 相关规定和要求，对公司前期会计差错进行更正。本次关于前期会计差错更正事 项在董事会审批权限范围内，无需提交公司股东会审议。现将具体情况公告如下： 一、前期会计差错更正的原因 2025 年 9 月，公司研发中心及总部基地项目已按计划建设完毕，达到预定可 使用状态。根据公司前期规划、当前市场状况及公司实际经营情况，经董事会会 议审议通过，决定 ...

3. 截至本公告披露日，本次交易已经取得标的公司股东会批准，各方已就股 权转让事宜签署了《投资协议书》，尚需办理工商变更登记。 4. 本次交易不改变公司与润之信息及相关股东关于润之信息 2024-2026 年预 期净利润的相关约定，但存在业绩承诺无法实现、业务整合、行业竞争加剧、市 场拓展不及预期及持续创新等风险，敬请广大投资者注意投资风险。 证券代码：301378 证券简称：通达海 公告编号：2025-062 南京通达海科技股份有限公司于 2025 年 12 月 2 日召开第二届董事会第二十 三次会议，审议通过了《关于以现金方式收购上海润之信息科技有限公司 26%股 权的议案》，同意公司以人民币 2,600.00 万元收购润之信息 26%的股权。现将有 关情况公告如下： 南京通达海科技股份有限公司 关于收购上海润之信息科技有限公司 26%股权的公告 本公司及董事会全体成员保证信息披露内容的真实、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. 南京通达海科技股份有限公司（以下简称"通达海"、"公司"、"甲 方"）拟以自有资金 2,600.00 万元收购上海润之信息科技有限公司（以下简称 ...

Group 1 - The core viewpoint of the news is that Tongda Hai's stock has experienced a decline in trading volume and financing activities, indicating a potential lack of investor confidence [1][2] - On November 27, Tongda Hai's stock price fell by 2.10%, with a trading volume of 108 million yuan. The net financing buy was -3.48 million yuan, suggesting more selling than buying [1] - As of November 27, the total financing and securities lending balance for Tongda Hai was 70.30 million yuan, which is 3.81% of its market capitalization, indicating a low financing level compared to the past year [1] Group 2 - As of September 30, the number of shareholders for Tongda Hai increased by 16.52% to 13,800, while the average circulating shares per person decreased by 14.18% to 3,324 shares [2] - For the period from January to September 2025, Tongda Hai reported a revenue of 251 million yuan, a year-on-year decrease of 11.40%, and a net profit attributable to shareholders of -50.46 million yuan, a decrease of 3.52% [2] - Since its A-share listing, Tongda Hai has distributed a total of 80.50 million yuan in dividends [3]

Group 1 - The core viewpoint is that under current policies, financing channels for technology companies have been expanded, allowing for potential refinancing through innovative bonds to enhance cash flow and R&D efforts [1] Group 2 - The company, Tongda Hai (SZ301378), is actively monitoring policy guidance and changes in the capital market to assess its operational situation and explore financing options [1]

Core Points - The company announced the convening of the second extraordinary general meeting of shareholders in 2025 on September 26, 2025, to review and approve several proposals [2] - The proposals include the cancellation of the supervisory board, expansion of business scope, change of company registered address, and amendments to the company's articles of association [2] - The board of directors has been authorized to handle business registration changes and amendments to the articles of association [2] - The company has recently completed the registration change procedures and obtained a new business license from the Nanjing Market Supervision Administration [2]

Computing - Chuangwei Data reports strong market demand for cloud computing services, with high server rental rates [1] Semiconductor - Tengjing Technology indicates a robust order backlog in the semiconductor equipment sector [1] - Zhongdian Port states that the revenue contribution from the agency of Nexperia semiconductor product line is relatively small [1] - Tianzhun Technology mentions that Suzhou Xihang Semiconductor's inline inspection equipment can be used for quality control in memory chip manufacturing [1] - Glinda has begun mass production of photoresist for semiconductors, supplying leading companies [1] Quantum Technology - Tefa Information currently has no involvement in the quantum technology sector [1] Robotics - Hengfeng Tools has provided tool trial services to over ten humanoid robot component manufacturers [1] Solid-State Batteries - Funeng Technology is steadily constructing its pilot line for solid-state batteries [1] Commercial Aerospace - Zhongji Renjian has not yet initiated any commercial aerospace business [1] Other - Shenling Environment's products are serving a compact fusion energy experimental device project [1] - Shanda Electric Power currently has no business related to controllable nuclear fusion [1] - Sanyuan Bio's intelligent biomass energy project has been terminated due to approval delays [1]

Core Insights - The company's performance has been impacted by changes in the external environment and clients' information technology budgets [1] Summary by Categories Company Performance - The company, Tongda Hai (301378), acknowledged that its performance is influenced by external environmental changes and the information technology budget of clients [1]

Core Viewpoint - Tongda Hai (301378) confirmed that Jiangsu Sufuda is a subsidiary included in the company's consolidated financial statements, and the revenue from Jiangsu Sufuda has already been incorporated into the periodic reports and consolidated financial statements, indicating that the acquisition does not affect the revenue reported in the consolidated statements [1] Group 1 - The company responded to investor inquiries on October 28 regarding the status of Jiangsu Sufuda [1] - Jiangsu Sufuda is classified as a controlling subsidiary within the company's consolidated financial scope [1] - The acquisition of Jiangsu Sufuda has no impact on the revenue reported in the consolidated financial statements [1]