登录新浪财经APP 搜索【信披】查看更多考评等级 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。 格尔软件股份有限公司（以下简称"公司"）于2025年10月31日披露了公司《关于变更持续督导保荐机构 及保荐代表人的公告》（公告编号：2025-067），公司因聘请中国银河证券股份有限公司（以下简 称"银河证券"）担任公司2025年度以简易程序向特定对象发行股票的保荐机构，原保荐机构中信证券股 份有限公司（以下简称"中信证券"）尚未完成的持续督导工作由银河证券承接。 一、募集资金基本情况 经中国证券监督管理委员会《关于核准格尔软件股份有限公司非公开发行股票的批复》（证监许可 [2020]1328号）核准，公司实际非公开发行人民币A股股票20,901,134股（每股面值1.00元人民币），每 股发行价人民币30.85元。本次非公开发行募集资金总额为644,799,983.90元，扣除发行费用人民币 8,844,116.58元(不含税)后，募集资金净额为635,955,867.32元。上会会计师事务所(特殊普通合伙)已于 2020年8 ...

Group 1 - The core viewpoint of the article is the announcement of the company's 2025 semi-annual report and related resolutions passed by the board and supervisory committee [4][59]. - The semi-annual report has been approved by the board and supervisory committee, confirming its compliance with legal and regulatory requirements [4][65]. - The company reported a total asset impairment and credit impairment provision of CNY 6,262,703.98, which will reduce the total profit for the first half of 2025 by the same amount [30][65]. Group 2 - The company conducted a non-public offering of 20,901,134 shares at a price of CNY 30.85 per share, raising a total of CNY 644,799,983.90, with a net amount of CNY 635,955,867.32 after deducting issuance costs [17]. - As of June 30, 2025, the company used CNY 10,916.01 million of the raised funds for specific projects, with no idle funds temporarily used for working capital during the first half of 2025 [24]. - The company plans to hold a temporary shareholders' meeting on September 5, 2025, to discuss various resolutions, including the approval of the semi-annual report and the proposed stock repurchase [78][79]. Group 3 - The company has approved the repurchase and cancellation of 67,800 shares of restricted stock from two former employees, which requires shareholder approval [49][69]. - The company has revised its capital structure, reducing its registered capital from CNY 236,050,695 to CNY 234,149,995 following the cancellation of repurchased shares [36][37]. - The company has established a special fund management system to ensure the proper use of raised funds, complying with relevant regulations [19][25].

Core Viewpoint - The report details the usage of previously raised funds by Geer Software Co., Ltd. as of June 30, 2025, highlighting the allocation and performance of these funds across various projects [1][10]. Fundraising and Storage Situation - The company raised a total of RMB 643.96 million through the issuance of 20,901,134 A-shares at RMB 30.85 per share, with the funds verified and stored in designated accounts [1][9]. - As of June 30, 2025, the total balance of the raised funds was RMB 636.00 million, with RMB 19.62 million remaining unutilized, accounting for 30.85% of the net raised funds [9][11]. Fund Usage Overview - The funds were allocated to three main projects: "Next Generation Digital Trust Product R&D and Industrialization Project," "Internet of Things Security Technology R&D and Industrialization Project," and "Supplementing Working Capital Project" [1][10]. - The actual investment amounts for the projects varied from the committed amounts, with significant differences noted in the "Internet of Things Security Technology R&D and Industrialization Project" and "Next Generation Digital Trust Product R&D and Industrialization Project" due to changes in technology and project scope [2][11]. Financial Performance and Efficiency - The company reported a total of RMB 50.30 million used from the raised funds, with a remaining balance of RMB 19.62 million as of the reporting date [9][11]. - The company achieved a net interest income of RMB 9.09 million from bank deposits and RMB 54.15 million from financial products, contributing to the overall efficiency of fund usage [9][12]. Project Completion and Future Plans - The "Internet of Things Security Technology R&D and Industrialization Project" and "Next Generation Digital Trust Product R&D and Industrialization Project" are set to conclude by December 2024, with the remaining funds being redirected to new projects and working capital [1][12]. - The company plans to utilize surplus funds from completed projects for new investments and to permanently supplement working capital, ensuring continued operational efficiency [8][10].