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文灿股份(603348):系列点评十一:2025H1盈利承压,静待海外百炼改善
Minsheng Securities· 2025-08-21 10:29
Investment Rating - The report maintains a "Recommended" rating for the company, indicating a potential upside of over 15% relative to the benchmark index [4][6]. Core Views - The company reported a revenue of 2.8 billion yuan for H1 2025, a decrease of 8.88% year-on-year, and a net profit attributable to shareholders of 13 million yuan, down 83.98% year-on-year. The Q2 2025 revenue was 1.53 billion yuan, a decline of 4.0% year-on-year but an increase of 20.6% quarter-on-quarter [1][2]. - The performance of the company's main operations remained stable, with a revenue of 1.599 billion yuan in H1 2025, roughly unchanged from the previous year. The revenue from body structure components increased by 13.43% year-on-year, driven by the release of large integrated body component orders. However, the French subsidiary's revenue decreased due to reduced orders from European and American clients [2]. - The company is focusing on high-end customer and product strategies, with significant breakthroughs in core business areas. The production capacity for large integrated body components was released in June, and the company is accelerating its global capacity layout [3]. Summary by Sections Financial Performance - In H1 2025, the company's net profit attributable to shareholders was 13 million yuan, a decline of 83.98% year-on-year, primarily due to losses from the French subsidiary. The main operations achieved a net profit of 80 million yuan, up 9.95% year-on-year, supported by cost reduction and efficiency improvement measures [2]. - The company’s expenses were optimized, with sales, management, R&D, and financial expense ratios at 4.9%, 3.8%, 5.1%, and -1.0% respectively, showing a continuous improvement in expense structure [2]. Strategic Developments - The company is a pioneer in integrated die-casting and is actively engaging with leading new energy vehicle manufacturers. The order backlog continues to grow, and production for core customer projects is expected to ramp up starting in 2025, which may drive gradual improvement in performance [4]. - The company has established itself as a core supplier for Huawei's Seres, with significant vehicle delivery numbers expected to drive capacity utilization and performance recovery [3]. Earnings Forecast - The report adjusts the earnings forecast, estimating revenues of 6.42 billion, 7.80 billion, and 9.54 billion yuan for 2025, 2026, and 2027 respectively, with net profits of 127 million, 288 million, and 435 million yuan for the same years. The EPS is projected to be 0.40, 0.92, and 1.38 yuan [4][5].
文灿股份2025年中报简析:净利润同比下降83.98%,公司应收账款体量较大
Zheng Quan Zhi Xing· 2025-08-20 22:55
Core Viewpoint - The financial performance of Wencan Co., Ltd. (603348) for the first half of 2025 shows significant declines in revenue and net profit, indicating potential challenges in its business operations and financial health [1][3]. Financial Performance Summary - Total revenue for the first half of 2025 was 2.803 billion yuan, a decrease of 8.88% compared to 3.076 billion yuan in the same period of 2024 [1]. - Net profit attributable to shareholders was 13.11 million yuan, down 83.98% from 81.82 million yuan in the previous year [1]. - The gross profit margin decreased to 13.39%, down 7.59% year-on-year, while the net profit margin fell to 0.47%, a decline of 82.42% [1]. - The company reported a significant increase in accounts receivable, which accounted for 1171.84% of the latest annual net profit [1][4]. Cash Flow and Debt Analysis - The net cash flow from operating activities decreased by 84.58%, attributed to a reduction in cash received from sales of goods and services [3]. - The company’s cash and cash equivalents increased by 54.46% to 583 million yuan, while interest-bearing liabilities decreased by 7.54% to 241.9 million yuan [1][3]. - The ratio of cash and cash equivalents to current liabilities was noted to be only 36.91%, indicating potential liquidity concerns [4]. Business Model and Investment Returns - The company's return on invested capital (ROIC) for the previous year was 3.55%, indicating weak capital returns, with a historical median ROIC of 7.16% since its listing [4]. - The net profit margin for the previous year was 1.84%, suggesting low added value in its products or services [4]. - Analysts project that the company's performance for 2025 will improve to a net profit of 228 million yuan, with an average earnings per share of 0.73 yuan [5].
文灿股份(603348)6月30日股东户数3.63万户,较上期减少8.42%
Zheng Quan Zhi Xing· 2025-08-20 11:12
Group 1 - The core point of the news is that Wencan Co., Ltd. has seen a decrease in the number of shareholders and a decline in stock price over the period from March 31, 2025, to June 30, 2025 [1][2] - As of June 30, 2025, the number of shareholders for Wencan Co., Ltd. is 36,290, which is a decrease of 3,337 shareholders, representing a reduction of 8.42% compared to March 31, 2025 [1][2] - The average shareholding value per shareholder is 180,900 yuan, which is lower than the industry average of 255,800 yuan for the automotive parts sector [1][2] Group 2 - The stock price of Wencan Co., Ltd. experienced a decline of 9.54% from March 31, 2025, to June 30, 2025, coinciding with the reduction in the number of shareholders [1][2] - During the same period, the net outflow of funds from major investors was 171 million yuan, while retail investors saw a net inflow of 188 million yuan [2]
文灿股份:2025年半年度净利润约1311万元
Mei Ri Jing Ji Xin Wen· 2025-08-19 14:11
Core Viewpoint - The company reported a significant decline in both revenue and net profit for the first half of 2025 compared to the previous year [2] Financial Performance - The company's revenue for the first half of 2025 was approximately 2.803 billion yuan, representing a year-on-year decrease of 8.88% [2] - The net profit attributable to shareholders was around 13.11 million yuan, which is a substantial year-on-year decline of 83.98% [2] - Basic earnings per share were reported at 0.04 yuan, reflecting a decrease of 87.1% year-on-year [2]
文灿股份:8月19日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-19 13:55
Group 1 - The company, Wencan Co., Ltd. (SH 603348), announced the convening of its 13th meeting of the 4th Board of Directors on August 19, 2025, which was held both in-person and via communication voting [2] - For the fiscal year 2024, the company's revenue composition is as follows: industrial revenue accounts for 98.39%, while other business activities contribute 1.61% [2]
文灿股份(603348.SH):上半年净利润1311万元,同比下降83.98%
Ge Long Hui A P P· 2025-08-19 12:18
Group 1 - The core viewpoint of the article is that Wencan Co., Ltd. (603348.SH) reported a significant decline in both revenue and net profit for the first half of 2025 compared to the previous year [1] Group 2 - The company achieved an operating income of 2.803 billion yuan, representing a year-on-year decrease of 8.88% [1] - The net profit attributable to shareholders of the listed company was 13.11 million yuan, down 83.98% year-on-year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 11.84 million yuan, a decrease of 83.93% year-on-year [1] - The basic earnings per share were 0.04 yuan [1]
文灿股份(603348.SH)发布上半年业绩,归母净利润1311万元,同比下降83.98%
智通财经网· 2025-08-19 12:14
智通财经APP讯,文灿股份(603348.SH)发布2025年半年度报告,报告期内,公司实现营业收入28.03亿 元,同比下降8.88%。实现归属于上市公司股东的净利润1311万元,同比下降83.98%。实现归属于上市 公司股东的扣除非经常性损益的净利润1184.47万元,同比下降83.93%。基本每股收益0.04元。 ...
文灿股份(603348) - 第四届董事会第十三次会议决议公告
2025-08-19 12:00
证券代码:603348 证券简称:文灿股份 公告编号:2025-026 文灿集团股份有限公司 第四届董事会第十三次会议决议公告 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。 文灿集团股份有限公司(以下简称"公司")第四届董事会第十三次会议于 2025 年 8 月 19 日在公司会议室以现场结合通讯表决方式召开。本次董事会会议 为定期会议,会议通知已提前 10 日以书面、通讯等方式发送各位董事。会议召 集人为公司董事长唐杰雄先生,应参加表决董事 7 名,实际参加表决董事 7 名。 会议的召集、召开符合《中华人民共和国公司法》《中华人民共和国证券法》及 《公司章程》等有关规定,会议审议通过了如下议案: 一、审议通过《关于文灿集团股份有限公司 2025 年半年度报告及其摘要的 议案》 具体内容详见同日披露的《2025年半年度报告》及《2025年半年度报告摘要 》。 表决结果:7 票同意,0 票反对,0 票弃权。 本议案提交董事会审议前已经公司董事会审计委员会审议通过。 二、审议通过《关于 2025 年半年度募集资金存放与实际使用情 ...
文灿股份(603348) - 2025 Q2 - 季度财报
2025-08-19 11:50
[Important Notice](index=2&type=section&id=Important%20Notice) [Important Declarations and Risk Disclosures](index=2&type=section&id=Important%20Declarations%20and%20Risk%20Disclosures) The company's board and management guarantee the accuracy of this unaudited semi-annual report, emphasizing that forward-looking statements are not commitments and no unauthorized related-party transactions occurred - The company's board and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and assume legal responsibility[3](index=3&type=chunk) - This semi-annual report is **unaudited**[5](index=5&type=chunk) - No profit distribution plan or capital reserve capitalization plan for the reporting period[6](index=6&type=chunk) - Forward-looking statements do not constitute substantial commitments by the company to investors; investors are advised to be aware of investment risks[6](index=6&type=chunk) - There is no non-operating occupation of funds by controlling shareholders or other related parties, nor any external guarantees provided in violation of prescribed decision-making procedures[7](index=7&type=chunk)[8](index=8&type=chunk) [Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This section provides definitions for common terms used in the report, including company names, the reporting period, major subsidiaries, and technical terms like high-pressure, gravity, and low-pressure casting, to aid reader comprehension - The reporting period refers to **January 1, 2025, to June 30, 2025**[12](index=12&type=chunk) - Major subsidiaries, such as Jiangsu Wencan, Tianjin Wencan, and Le Bélier Group, are listed in detail[12](index=12&type=chunk) - Core processes including high-pressure die casting, gravity casting, and low-pressure casting are explained[12](index=12&type=chunk) - Body structural parts and large integrated structural parts are defined, highlighting their role in automotive lightweighting and integration enhancement[12](index=12&type=chunk) [Section II Company Profile and Key Financial Indicators](index=5&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) [Company Basic Information](index=5&type=section&id=Company%20Basic%20Information) This section outlines Wencan Group Co., Ltd.'s basic information, including its name, legal representative, contact details, registered address, and stock listing information - The company's Chinese name is Wencan Group Co., Ltd., abbreviated as Wencan Shares, with **Tang Jiexiong** as the legal representative[14](index=14&type=chunk) - The company's registered address is No. 125 Heshun Avenue, Lishui Town, Nanhai District, Foshan City, with a change occurring in **July 2021**[16](index=16&type=chunk) - The company's shares are listed on the Shanghai Stock Exchange, with stock abbreviation Wencan Shares and code **603348**[18](index=18&type=chunk) [Key Accounting Data and Financial Indicators](index=5&type=section&id=Key%20Accounting%20Data%20and%20Financial%20Indicators) In the first half of 2025, the company's operating revenue decreased by 8.88% to 2.80 billion yuan, with significant declines in total profit and net profit attributable to shareholders 2025 H1 Key Accounting Data (Units: Yuan) | Major Accounting Data | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,802,566,859.09 | 3,075,562,975.76 | -8.88 | | Total Profit | 47,155,994.91 | 111,828,809.83 | -57.83 | | Net Profit Attributable to Shareholders of Listed Company | 13,110,046.55 | 81,820,487.87 | -83.98 | | Net Cash Flow from Operating Activities | 38,725,202.11 | 251,207,361.17 | -84.58 | | Net Assets Attributable to Shareholders of Listed Company (End of Period) | 4,303,010,766.02 | 4,247,703,703.31 | 1.30 | | Total Assets (End of Period) | 8,942,623,571.07 | 8,678,590,778.67 | 3.04 | 2025 H1 Key Financial Indicators (Units: Yuan/Share, %) | Major Financial Indicators | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.04 | 0.31 | -87.10 | | Diluted Earnings Per Share (yuan/share) | 0.04 | 0.30 | -86.67 | | Weighted Average Return on Net Assets (%) | 0.31 | 2.54 | Decreased by 2.23 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 0.28 | 2.29 | Decreased by 2.01 percentage points | - The change in net cash flow from operating activities was primarily due to a **decrease in cash received from sales of goods and services**[22](index=22&type=chunk) - The change in earnings per share was mainly due to a **decrease in the company's net profit**[22](index=22&type=chunk) [Non-recurring Gains and Losses and Amounts](index=6&type=section&id=Non-recurring%20Gains%20and%20Losses%20and%20Amounts) This section details the company's non-recurring gains and losses for the first half of 2025, totaling 1.27 million yuan, primarily from government subsidies and asset disposal losses 2025 H1 Non-recurring Gains and Losses Items (Units: Yuan) | Non-recurring Gains and Losses Item | Amount (Yuan) | | :--- | :--- | | Non-current Asset Disposal Gains and Losses | -1,281,297.48 | | Government Subsidies Included in Current Profit and Loss | 6,087,117.11 | | Other Non-operating Income and Expenses Apart from the Above | -3,529,613.21 | | Less: Income Tax Impact | 10,888.28 | | **Total** | **1,265,318.14** | [Section III Management Discussion and Analysis](index=8&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) [Description of the Company's Industry and Main Business During the Reporting Period](index=8&type=section&id=Description%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20During%20the%20Reporting%20Period) The company specializes in automotive aluminum alloy precision castings, utilizing various casting processes for both new energy and traditional vehicles, holding a leading global position in body structural parts and integrated body systems - The company's main business is the R&D, production, and sales of automotive aluminum alloy precision castings, covering high-pressure, low-pressure, and gravity casting processes[28](index=28&type=chunk) - Products are primarily used in body structures, integrated bodies, battery casings, power, chassis, braking systems, engines, and transmissions for new energy and traditional fuel vehicles[28](index=28&type=chunk) - The company holds a significant first-mover advantage in aluminum body structural parts and integrated body systems, and a global leadership position in aluminum alloy braking system castings[29](index=29&type=chunk) - The company has established over **twenty production bases globally**, completing its global production layout[30](index=30&type=chunk) Automotive Production and Sales Data for January-June 2025 (Units: Ten thousand vehicles, %) | Region/Type | Production and Sales Volume | Year-on-Year Growth | | :--- | :--- | :--- | | China's Automotive Production and Sales | 1,562.1万辆 / 1,565.3万辆 | 12.5% / 11.4% | | China's Passenger Vehicle Production and Sales | 1,352.2万辆 / 1,353.1万辆 | 13.8% / 13% | | EU New Car Registrations | - | Decreased by 1.9% | | US Automotive Production | - | Decreased by approximately 7.7% | | Global New Energy Vehicle Sales | 781.3万辆 | 27% | | China's New Energy Vehicle Production and Sales | 696.8万辆 / 693.7万辆 | 41.4% / 40.3% | | China's New Energy Vehicle Market Share | 44.3% | Further increased | - The new energy vehicle market continues to thrive, and automotive lightweighting (aluminum replacing steel) is crucial for extending range, providing structural support for the company's long-term development[33](index=33&type=chunk) [Discussion and Analysis of Operations](index=9&type=section&id=Discussion%20and%20Analysis%20of%20Operations) In the first half of 2025, the company's operating revenue decreased by 8.88% and net profit by 83.98% due to global economic instability and losses from its French subsidiary, while the company's core business and body structural parts achieved growth - In the first half of 2025, the company achieved operating revenue of **2.803 billion yuan**, a year-on-year decrease of **8.88%**; net profit was **13 million yuan**, a year-on-year decrease of **83.98%**[35](index=35&type=chunk) - Excluding Le Bélier Group's data, the company's headquarters achieved a net profit of **80 million yuan**, a year-on-year increase of **9.95%**, maintaining stable performance[35](index=35&type=chunk)[36](index=36&type=chunk) - The decline in net profit was mainly due to reduced operating revenue and significantly increased European energy prices, leading to losses for Le Bélier Group in the first half[36](index=36&type=chunk) - Revenue from body structural parts (including large integrated body parts) was **756 million yuan**, a year-on-year increase of **13.43%**[38](index=38&type=chunk) - In the field of large integrated body parts, the company secured new projects for four integrated aluminum die-cast rear floors, two integrated side walls, and one integrated front cabin, with mass production expected in **2026** and a predicted total order value exceeding **5 billion yuan** over the full lifecycle[39](index=39&type=chunk)[40](index=40&type=chunk) - The latest fifth-generation smart factory (Anhui factory) officially commenced production in June, deploying **9800T and 4500T die-casting units** and applying AI visual inspection technology[42](index=42&type=chunk) - Completed R&D and trial production of multiple magnesium alloy products, receiving preliminary customer recognition, which will further expand the new product series for automotive lightweighting[43](index=43&type=chunk) - Streamlined Le Bélier Group's management structure and actively promoted digital system planning to enhance cross-border digital and standardized connectivity[44](index=44&type=chunk) [Analysis of Core Competitiveness During the Reporting Period](index=12&type=section&id=Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) The company's core competitiveness stems from its premium client base, comprehensive casting capabilities, leading position in large integrated body parts, global production network, brand advantage of Le Bélier Group, and continuous innovation driven by its casting research institute - The company has established stable cooperative relationships with renowned domestic and international automakers and Tier-1 suppliers such as Volkswagen, Mercedes-Benz, BMW, Audi, Tesla, NIO, and Li Auto[45](index=45&type=chunk) - Through the establishment of Jiangsu Wencan and the acquisition of Le Bélier Group, the company has perfected high-pressure, low-pressure, and gravity casting processes, expanding its product categories[47](index=47&type=chunk) - The company is at the forefront of the industry in large integrated body parts, possessing **22 die-casting machines above 4500T**, and has achieved mass production in cooperation with multiple new energy vehicle companies[50](index=50&type=chunk) - Headquartered in Foshan, the company has production bases in various locations across China, Mexico, Hungary, Serbia, and France, completing its global layout[51](index=51&type=chunk) - Le Bélier Group holds a global leadership position in aluminum alloy braking system castings (brake calipers and master cylinders), providing a brand advantage for the company[52](index=52&type=chunk)[53](index=53&type=chunk) - Wencan Casting Research Institute designed and produced **29 sets of ultra-large die-casting molds of 6000T and above**, developed heat-treatment-free materials, and applied AI visual inspection technology to achieve fully automated production of large integrated body parts[54](index=54&type=chunk) [Major Operating Conditions During the Reporting Period](index=14&type=section&id=Major%20Operating%20Conditions%20During%20the%20Reporting%20Period) This section analyzes changes in key financial statement items, noting a significant decrease in financial expenses due to exchange rate fluctuations and reduced interest, and a substantial drop in net cash flow from operating activities due to lower sales Changes in Financial Statement Items (Jan-Jun 2025 vs Jan-Jun 2024) (Units: Yuan, %) | Item | Current Period Amount | Prior Period Amount | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,802,566,859.09 | 3,075,562,975.76 | -8.88 | | Operating Cost | 2,427,225,201.95 | 2,629,814,964.58 | -7.70 | | Selling Expenses | 17,687,435.29 | 16,308,060.75 | 8.46 | | Administrative Expenses | 140,108,065.89 | 151,003,056.01 | -7.22 | | Financial Expenses | 25,805,623.25 | 63,233,938.49 | -59.19 | | R&D Expenses | 64,069,880.62 | 72,998,826.31 | -12.23 | | Net Cash Flow from Operating Activities | 38,725,202.11 | 251,207,361.17 | -84.58 | | Net Cash Flow from Investing Activities | -192,129,016.95 | -331,550,309.02 | Not Applicable | | Net Cash Flow from Financing Activities | 62,750,175.89 | -5,530,017.77 | Not Applicable | - Changes in financial expenses were mainly due to exchange rate fluctuations generating exchange gains and reduced interest expenses[56](index=56&type=chunk) - Changes in net cash flow from operating activities were primarily due to **reduced cash received from sales of goods and services**[56](index=56&type=chunk) - Overseas assets amounted to **3.336 billion yuan**, accounting for **37.31%** of total assets, mainly from the acquisition of Le Bélier Group, which contributed **1.203 billion yuan** in operating revenue during the reporting period[59](index=59&type=chunk)[61](index=61&type=chunk) Changes in Assets and Liabilities (End of Period vs End of Prior Year) (Units: Yuan, %) | Item Name | Current Period End Amount | Proportion of Total Assets at Current Period End (%) | Prior Year End Amount | Proportion of Total Assets at Prior Year End (%) | Change Ratio of Current Period End Amount vs Prior Year End Amount (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | - | - | 100,000,000.00 | 1.15 | -100 | | Prepayments | 27,121,541.10 | 0.30 | 18,204,168.60 | 0.21 | 48.99 | | Contract Liabilities | 100,678,437.51 | 1.13 | 71,356,621.25 | 0.82 | 41.09 | | Non-current Liabilities Due Within One Year | 369,644,590.98 | 4.13 | 530,126,742.42 | 6.11 | -30.27 | | Long-term Borrowings | 1,228,743,159.60 | 13.74 | 789,480,819.34 | 9.10 | 55.64 | [Analysis of Major Holding and Participating Companies](index=16&type=section&id=Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) This section analyzes the company's major subsidiaries, including Le Bélier Group, Jiangsu Wencan, Tianjin Wencan, Chongqing Wencan, and Guangdong Wencan, all primarily engaged in automotive aluminum alloy components Financial Performance of Major Holding Subsidiaries (Units: Ten thousand yuan) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Le Bélier Group | Subsidiary | Automotive Aluminum Alloy Components | 1,000.48224万欧元 | 293,833.48 | 126,420.83 | 120,291.80 | | Jiangsu Wencan | Subsidiary | Automotive Aluminum Alloy Components | 3,008万美元 | 121,660.83 | 74,095.91 | 47,584.88 | | Tianjin Wencan | Subsidiary | Automotive Aluminum Alloy Components | 40,000万人民币 | 92,943.67 | 56,226.86 | 30,826.33 | | Chongqing Wencan | Subsidiary | Automotive Aluminum Alloy Components | 40,000万人民币 | 153,724.97 | 47,348.01 | 61,525.02 | | Guangdong Wencan | Subsidiary | Automotive Aluminum Alloy Components | 10,000万人民币 | 64,825.02 | 31,982.99 | 25,517.67 | [Potential Risks](index=17&type=section&id=Potential%20Risks) The company faces various risks, including industry and market risks like automotive industry cycles and raw material price fluctuations, operational risks such as high customer concentration and management challenges, and financial risks like goodwill impairment and exchange rate volatility - Industry and market risks include automotive industry cyclical fluctuations, raw material price volatility, and intensified market competition[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Operational risks include high customer concentration, slowing or declining performance growth, centralized raw material procurement, human resource risk, management risks from expanding asset and business scale, quality liability risk, and new material/technology substitution risks[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Financial risks include goodwill impairment risk (primarily from the acquisition of Le Bélier Group) and exchange rate fluctuation risk[77](index=77&type=chunk)[78](index=78&type=chunk) [Other Disclosures](index=19&type=section&id=Other%20Disclosures) The company has implemented "quality and efficiency improvement, heavy returns" initiatives, revised governance documents, authorized interim dividends, launched its fifth-generation smart factory, and enhanced investor communication - In the first half of 2025, the company completed revisions to its Articles of Association and related governance systems, further improving its corporate governance structure[79](index=79&type=chunk) - The company implemented an interim dividend for 2024 and authorized the board to decide on the 2025 interim dividend plan, continuously conveying company long-term investment value[79](index=79&type=chunk) - The latest fifth-generation smart factory (Anhui factory) officially commenced production, enhancing production efficiency and product quality through advanced equipment and management models[80](index=80&type=chunk) - The company actively organized factory visits for investors, with the chairman, directors, and senior executives participating in on-site exchanges to strengthen communication with investors[80](index=80&type=chunk) [Section IV Corporate Governance, Environment, and Society](index=21&type=section&id=Section%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) [Changes in Directors and Senior Management](index=21&type=section&id=Changes%20in%20Directors%20and%20Senior%20Management) There were no changes in the company's directors or senior management during the reporting period - No changes in the company's directors or senior management during the reporting period[82](index=82&type=chunk) [Profit Distribution or Capital Reserve Capitalization Plan](index=21&type=section&id=Profit%20Distribution%20or%20Capital%20Reserve%20Capitalization%20Plan) The company's proposed semi-annual profit distribution or capital reserve capitalization plan is "No," indicating no distribution or capitalization - The proposed semi-annual profit distribution or capital reserve capitalization plan is "**No**"[82](index=82&type=chunk) [Status and Impact of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=21&type=section&id=Status%20and%20Impact%20of%20Company%27s%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) During the reporting period, the company had no disclosed equity incentive matters with no subsequent progress or changes, nor any undisclosed or progressing incentive situations - No progress or changes related to equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period[83](index=83&type=chunk) [Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information](index=21&type=section&id=Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information) Four of the company's subsidiaries are on the list of enterprises required to disclose environmental information, and the report provides an index for their environmental disclosure reports - The company has **4 subsidiaries** included in the list of enterprises required to disclose environmental information[83](index=83&type=chunk) - These subsidiaries include Guangdong Wencan Die Casting Technology Co., Ltd., Tianjin Wencan Die Casting Co., Ltd., Jiangsu Wencan Die Casting Co., Ltd., and Wencan Die Casting (Nantong) Co., Ltd[83](index=83&type=chunk) [Specific Progress in Consolidating Poverty Alleviation Achievements and Rural Revitalization](index=22&type=section&id=Specific%20Progress%20in%20Consolidating%20Poverty%20Alleviation%20Achievements%20and%20Rural%20Revitalization) The company actively fulfills its corporate social responsibility by donating 300,000 yuan to the Foshan Nanhai Charity Federation for rural assistance and 30,000 yuan to Heshancun, Majiang County, for village-enterprise pairing support - The company donated **300,000 yuan** to Foshan Nanhai Charity Federation specifically for rural assistance projects[84](index=84&type=chunk) - The company donated **30,000 yuan** as 2025 village-enterprise pairing assistance funds to Heshancun, Majiang County, Qiandongnan Prefecture[84](index=84&type=chunk) [Section V Significant Matters](index=23&type=section&id=Section%20V%20Significant%20Matters) [Fulfillment of Commitments](index=23&type=section&id=Fulfillment%20of%20Commitments) The company, its actual controllers, shareholders, related parties, and management have strictly fulfilled all commitments made during or continuing into the reporting period, covering aspects like information disclosure, avoiding competition, and maintaining independence - All commitments made by the company, its directors, supervisors, senior management, controlling shareholders, and actual controllers Tang Jiexiong and Tang Jiebang during or continuing into the reporting period have been **strictly fulfilled**[86](index=86&type=chunk) - Commitment types include information truthfulness, avoidance of horizontal competition, maintaining company independence, and measures to enhance returns[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) [Significant Litigation and Arbitration Matters](index=29&type=section&id=Significant%20Litigation%20and%20Arbitration%20Matters) The company's Mexican subsidiary is involved in a VAT dispute with the Mexican tax authorities concerning aluminum purchases from 2015-2019, for which provisions have been made, and the company is actively pursuing legal and negotiation avenues - Subsidiary LBQ Foundry, S.A. de C.V. has a VAT payment dispute with the Mexican tax authorities regarding aluminum purchases from **2015 to 2019**[108](index=108&type=chunk) - The company has accrued provisions for this dispute; some lawsuits have been judged, and execution amounts paid, while others are ongoing[108](index=108&type=chunk) - The company will actively defend its rights through legal channels and negotiate with the Mexican tax authorities to minimize penalties and interest on assessments[108](index=108&type=chunk) [Significant Related Party Transactions](index=30&type=section&id=Significant%20Related%20Party%20Transactions) During the reporting period, the company did not engage in any significant related party transactions, including those related to daily operations, asset/equity acquisitions or disposals, joint external investments, or related party debt - No related party transactions related to daily operations during the reporting period[110](index=110&type=chunk) - No related party transactions involving asset or equity acquisitions or disposals during the reporting period[111](index=111&type=chunk) - No significant related party transactions involving joint external investments during the reporting period[111](index=111&type=chunk) - No related party creditor-debtor relationships during the reporting period[112](index=112&type=chunk) [Significant Contracts and Their Performance](index=31&type=section&id=Significant%20Contracts%20and%20Their%20Performance) The company had no entrustment, contracting, or leasing matters during the reporting period, but provided guarantees totaling 302.23 million yuan to subsidiaries, with an outstanding balance of 1.186 billion yuan, representing 27.56% of net assets - No entrustment, contracting, or leasing matters during the reporting period[112](index=112&type=chunk) Company Guarantee Status (Units: Yuan) | Indicator | Amount | | :--- | :--- | | Total Guarantee Amount Provided to Subsidiaries During Reporting Period | 302,230,575.20 | | Total Guarantee Balance Provided to Subsidiaries at End of Reporting Period (B) | 1,185,720,780.29 | | Total Guarantee Amount (A+B) | 1,185,720,780.29 | | Proportion of Total Guarantee Amount to Company's Net Assets (%) | 27.56 | | Debt Guarantee Amount Provided Directly or Indirectly to Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (D) | 94,660,815.20 | - Guaranteed parties with an asset-liability ratio exceeding **70%** are all wholly-owned subsidiaries, and the overall risk is controllable as guarantees are for operational needs and the company can monitor their financial status[114](index=114&type=chunk) [Explanation of Progress in Use of Raised Funds](index=33&type=section&id=Explanation%20of%20Progress%20in%20Use%20of%20Raised%20Funds) The company's net proceeds from a private placement were adjusted to 1.032 billion yuan, with 872.74 million yuan invested (84.54% progress); the Anhui project's completion date was extended to May 2026 due to funding and timing issues - The company's net proceeds from a private placement of shares to specific targets have been adjusted to **1.0323851 billion yuan**[116](index=116&type=chunk) Overall Use of Raised Funds (Units: Ten thousand yuan) | Source of Raised Funds | Total Committed Investment of Raised Funds (1) | Cumulative Investment Amount as of End of Reporting Period (2) | Investment Progress (%) (3)=(2)/(1) | | :--- | :--- | :--- | :--- | | Issuance of Shares to Specific Targets | 103,238.51 | 87,273.90 | 84.54 | - The completion date for the Anhui New Energy Vehicle Parts Intelligent Manufacturing Project has been adjusted to **May 2026**, primarily because the actual raised funds were lower than planned and arrived later than planned[119](index=119&type=chunk) - At the end of the reporting period, the balance of idle raised funds managed as cash was **0 yuan**, not exceeding the authorized limit[122](index=122&type=chunk) [Details of Raised Fund Investment Projects](index=33&type=section&id=Details%20of%20Raised%20Fund%20Investment%20Projects) The company's raised fund projects include smart manufacturing facilities in Anhui, Chongqing, and Foshan, and working capital; the Anhui project's completion date was extended to May 2026 due to funding Details of Raised Fund Investment Projects (Units: Ten thousand yuan) | Project Name | Total Planned Investment of Raised Funds (1) | Amount Invested This Year | Cumulative Raised Funds Invested as of End of Reporting Period (2) | Investment Progress (%) (3)=(2)/(1) | Date Project Reaches Intended Usable State | | :--- | :--- | :--- | :--- | :--- | :--- | | Anhui New Energy Vehicle Parts Intelligent Manufacturing Project | 25,000.00 | 878.14 | 23,882.23 | 95.53 | May 2026 | | Chongqing New Energy Vehicle Parts Intelligent Manufacturing Project | 30,000.00 | 3,692.20 | 17,543.00 | 58.48 | July 2026 | | Foshan New Energy Vehicle Parts Intelligent Manufacturing Project | 20,000.00 | 3,775.75 | 17,587.78 | 87.94 | January 2026 | | Replenishment of Working Capital | 28,238.51 | - | 28,260.89 | 100.08 | Not Applicable | | **Total** | **103,238.51** | **8,346.09** | **87,273.90** | **84.54** | / | - The cumulative investment amount for replenishment of working capital is greater than the planned total investment due to interest generated from the raised funds account[118](index=118&type=chunk) [Section VI Share Changes and Shareholder Information](index=36&type=section&id=Section%20VI%20Share%20Changes%20and%20Shareholder%20Information) [Changes in Share Capital](index=36&type=section&id=Changes%20in%20Share%20Capital) During the reporting period, the company's total share capital remained unchanged at 314,477,192 shares, with a decrease in restricted shares and a corresponding increase in unrestricted tradable shares due to the lifting of a lock-up period Share Capital Change Table (Units: Shares, %) | Category | Quantity Before This Change | Proportion (%) | Increase/Decrease in This Change (+, -) | Quantity After This Change | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 44,214,519 | 14.06 | -44,214,519 | 0 | 0 | | II. Unrestricted Tradable Shares | 270,262,673 | 85.94 | +44,214,519 | 314,477,192 | 100.00 | | III. Total Shares | 314,477,192 | 100.00 | 0 | 314,477,192 | 100.00 | - The company's **44,214,519 restricted shares** issued to specific targets became tradable on **January 13, 2025**[126](index=126&type=chunk) [Changes in Restricted Shares](index=37&type=section&id=Changes%20in%20Restricted%20Shares) All 44,214,519 restricted shares at the beginning of the reporting period were released from restriction on January 13, 2025, resulting in zero restricted shares at period-end Changes in Restricted Shares (Units: Shares) | Shareholder Name | Number of Restricted Shares at Beginning of Period | Number of Restricted Shares Released During Reporting Period | Number of Restricted Shares at End of Reporting Period | Release Date | | :--- | :--- | :--- | :--- | :--- | | Guangdong Hengjian International Investment Co., Ltd. | 10,557,432 | 10,557,432 | 0 | January 13, 2025 | | Nord Fund Management Co., Ltd. | 6,820,101 | 6,820,101 | 0 | January 13, 2025 | | Caitong Fund Management Co., Ltd. | 6,566,722 | 6,566,722 | 0 | January 13, 2025 | | E Fund Management Co., Ltd. | 4,560,810 | 4,560,810 | 0 | January 13, 2025 | | UBS AG | 3,969,593 | 3,969,593 | 0 | January 13, 2025 | | Penghua Fund Management Co., Ltd. | 2,111,486 | 2,111,486 | 0 | January 13, 2025 | | Guotai Junan Securities Co., Ltd. | 1,942,567 | 1,942,567 | 0 | January 13, 2025 | | Tianjin Dong'an Brothers Co., Ltd. | 1,689,189 | 1,689,189 | 0 | January 13, 2025 | | Wuhu Guxin Intelligent Manufacturing Equity Investment Partnership (Limited Partnership) | 1,689,189 | 1,689,189 | 0 | January 13, 2025 | | China Asset Management Co., Ltd. | 1,689,189 | 1,689,189 | 0 | January 13, 2025 | | SAIC Qizhen (Shanghai) Asset Management Co., Ltd. - SAIC Qizhen Qixin No. 8 Private Securities Investment Fund | 844,594 | 844,594 | 0 | January 13, 2025 | | Yimi Fund Management Co., Ltd. | 506,756 | 506,756 | 0 | January 13, 2025 | | Guangdong Leju Commercial Group Co., Ltd. | 422,297 | 422,297 | 0 | January 13, 2025 | | Huatai Asset Management Co., Ltd. - Huatai Youyi Stock Special Pension Product | 422,297 | 422,297 | 0 | January 13, 2025 | | Huatai Asset Management Co., Ltd. - Huatai Asset Manulife Value Growth Asset Management Product | 422,297 | 422,297 | 0 | January 13, 2025 | | **Total** | **44,214,519** | **44,214,519** | **0** | / | [Shareholder Information](index=38&type=section&id=Shareholder%20Information) As of the end of the reporting period, the company had 36,290 common shareholders; the top ten shareholders include Tang Jiexiong, Tang Jiebang, Tang Jiecao, and Foshan Shengdezhi Investment Co., Ltd., each holding 9.54% of shares, with Tang Jiexiong and Tang Jiebang being actual controllers - Total number of common shareholders at the end of the reporting period was **36,290**[130](index=130&type=chunk) Top Ten Shareholders' Shareholding (Units: Shares, %) | Shareholder Name | Number of Shares Held at Period End | Proportion (%) | Number of Restricted Shares Held | Share Status | Quantity | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Tang Jiexiong | 30,000,000 | 9.54 | 0 | Unrestricted | 0 | Domestic Natural Person | | Tang Jiebang | 30,000,000 | 9.54 | 0 | Unrestricted | 0 | Domestic Natural Person | | Tang Jiecao | 30,000,000 | 9.54 | 0 | Unrestricted | 0 | Domestic Natural Person | | Foshan Shengdezhi Investment Co., Ltd. | 30,000,000 | 9.54 | 0 | Unrestricted | 0 | Domestic Non-State-Owned Legal Person | | Tang Jianjun | 12,000,000 | 3.82 | 0 | Unrestricted | 0 | Domestic Natural Person | | Tang Jianyu | 12,000,000 | 3.82 | 0 | Unrestricted | 0 | Domestic Natural Person | | Guangdong Hengjian International Investment Co., Ltd. | 10,557,432 | 3.36 | 0 | Unrestricted | 0 | Domestic Non-State-Owned Legal Person | | He Xiaoling | 6,000,000 | 1.91 | 0 | Unrestricted | 0 | Domestic Natural Person | | Feng Min | 2,412,461 | 0.77 | 0 | Unrestricted | 0 | Domestic Natural Person | | HKSCC Nominees Limited | 1,853,859 | 0.59 | 0 | Unrestricted | 0 | Other | - The company's controlling shareholders and actual controllers are Tang Jiexiong and Tang Jiebang, who are cousins and act in concert, jointly controlling **28.62%** of the company's shares directly and indirectly[133](index=133&type=chunk) [Information on Directors and Senior Management](index=39&type=section&id=Information%20on%20Directors%20and%20Senior%20Management) During the reporting period, there were no changes in the shareholdings of the company's current or former directors and senior management, nor were they granted any equity incentives - No changes in the shareholdings of the company's directors and senior management during the reporting period[134](index=134&type=chunk) - Directors and senior management were not granted equity incentives during the reporting period[135](index=135&type=chunk) [Changes in Controlling Shareholder or Actual Controller](index=40&type=section&id=Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) There were no changes in the company's controlling shareholder or actual controller during the reporting period - No changes in the company's controlling shareholder or actual controller during the reporting period[135](index=135&type=chunk) [Section VII Bond-Related Information](index=41&type=section&id=Section%20VII%20Bond-Related%20Information) [Corporate Bonds and Convertible Corporate Bonds](index=41&type=section&id=Corporate%20Bonds%20and%20Convertible%20Corporate%20Bonds) During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments, nor any convertible corporate bonds - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[137](index=137&type=chunk) - The company has no convertible corporate bonds[137](index=137&type=chunk) [Section VIII Financial Report](index=42&type=section&id=Section%20VIII%20Financial%20Report) [Audit Report](index=42&type=section&id=Audit%20Report) This semi-annual report is unaudited - This semi-annual report is **unaudited**[139](index=139&type=chunk) [Financial Statements](index=42&type=section&id=Financial%20Statements) This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025 Key Consolidated Balance Sheet Data (June 30, 2025) (Units: Yuan) | Item | Amount | | :--- | :--- | | Total Assets | 8,942,623,571.07 | | Total Liabilities | 4,639,612,805.05 | | Total Equity Attributable to Parent Company Owners | 4,303,010,766.02 | Key Consolidated Income Statement Data (Jan-Jun 2025) (Units: Yuan, Yuan/Share) | Item | Amount | | :--- | :--- | | Total Operating Revenue | 2,802,566,859.09 | | Total Operating Cost | 2,693,728,153.15 | | Total Profit | 47,155,994.91 | | Net Profit | 13,110,046.55 | | Net Profit Attributable to Parent Company Shareholders | 13,110,046.55 | | Basic Earnings Per Share (yuan/share) | 0.04 | Key Consolidated Cash Flow Statement Data (Jan-Jun 2025) (Units: Yuan) | Item | Amount | | :--- | :--- | | Net Cash Flow from Operating Activities | 38,725,202.11 | | Net Cash Flow from Investing Activities | -192,129,016.95 | | Net Cash Flow from Financing Activities | 62,750,175.89 | | Net Increase in Cash and Cash Equivalents | -69,468,834.32 | Key Parent Company Income Statement Data (Jan-Jun 2025) (Units: Yuan) | Item | Amount | | :--- | :--- | | Operating Revenue | 2,360,093.81 | | Operating Profit | -2,654,547.08 | | Net Profit | -4,006,675.70 | [Company Basic Information](index=61&type=section&id=Company%20Basic%20Information) Wencan Group Co., Ltd., established on September 4, 1998, and listed on April 26, 2018, specializes in R&D, production, and sales of automotive aluminum alloy precision castings for various vehicle systems - Wencan Group Co., Ltd. was established on **September 4, 1998**, and listed on the Shanghai Stock Exchange on **April 26, 2018**[167](index=167&type=chunk) - The company's main business is the R&D, production, and sales of automotive aluminum alloy precision castings, with products applied in multiple systems of new energy and traditional fuel vehicles[167](index=167&type=chunk) [Basis of Financial Statement Preparation](index=61&type=section&id=Basis%20of%20Financial%20Statement%20Preparation) These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises and relevant disclosure rules, presented on a going concern basis - Financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" and "Information Disclosure and Compilation Rules for Companies Issuing Securities No. 15 - General Provisions for Financial Reports"[168](index=168&type=chunk) - Financial statements are presented on a **going concern basis**[169](index=169&type=chunk) [Significant Accounting Policies and Accounting Estimates](index=61&type=section&id=Significant%20Accounting%20Policies%20and%20Accounting%20Estimates) This section details the company's significant accounting policies and estimates, including financial instrument recognition, impairment, inventory valuation, fixed asset depreciation, revenue recognition, and the reclassification of warranty provisions from selling expenses to cost of goods sold - The company has formulated specific accounting policies and estimates based on its actual production and operation characteristics, mainly reflected in bad debt provisions for receivables, inventory valuation, fixed asset depreciation, intangible asset amortization, and revenue recognition[170](index=170&type=chunk) - Financial assets are classified as measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss[186](index=186&type=chunk) - The company performs impairment testing on financial assets measured at amortized cost based on **expected credit losses**[190](index=190&type=chunk) - Fixed assets are depreciated using the **straight-line method**, with different depreciation periods and residual value rates for various asset categories[220](index=220&type=chunk) - Intangible assets are amortized using the **straight-line method**, including land use rights, patent rights, customer relationships, software, and trademark rights[225](index=225&type=chunk) - Revenue is recognized when performance obligations in a contract are satisfied, i.e., when the customer obtains control of the related goods or services[242](index=242&type=chunk) - In accordance with "Interpretation No. 18 of Accounting Standards for Business Enterprises," warranty provisions originally presented under "selling expenses" are now presented under "**cost of goods sold**," with comparative data retrospectively adjusted[274](index=274&type=chunk)[275](index=275&type=chunk) [Taxes](index=79&type=section&id=Taxes) The company's main taxes include VAT, urban maintenance and construction tax, and corporate income tax, with several subsidiaries enjoying a 15% high-tech enterprise preferential tax rate, and Chongqing Wencan benefiting from a 15% Western Development preferential rate - Major taxes include VAT (**13%, 9%, 6%**), urban maintenance and construction tax (**1%, 5%, 7%**), corporate income tax (**9%, 15%, 16.5%, 25%, 30%**), etc[79](index=79&type=chunk) - Several subsidiaries enjoy preferential corporate income tax policies for high-tech enterprises, with a tax rate of **15%**[278](index=278&type=chunk)[279](index=279&type=chunk) - Chongqing Wencan Die Casting Co., Ltd. enjoys the national Western Development policy, with corporate income tax levied at a reduced rate of **15%**[280](index=280&type=chunk) [Notes to Consolidated Financial Statement Items](index=80&type=section&id=Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes for various consolidated financial statement items, including cash, receivables, inventory, fixed assets, goodwill, borrowings, provisions, revenue, expenses, and other comprehensive income - Cash and bank balances at period-end were **583 million yuan**, of which **141 million yuan** was held overseas, and **1.6913 million yuan** was frozen[282](index=282&type=chunk)[283](index=283&type=chunk) - Accounts receivable at period-end were **1.348 billion yuan**, with bad debt provisions of **38.9718 million yuan**; the top five customers accounted for **41.15%** of total accounts receivable[288](index=288&type=chunk)[290](index=290&type=chunk)[295](index=295&type=chunk) - Inventory book value at period-end was **717 million yuan**, with inventory impairment provisions of **44.1221 million yuan**[316](index=316&type=chunk)[318](index=318&type=chunk) - Fixed assets book value at period-end was **3.504 billion yuan**, and construction in progress book value was **1.047 billion yuan**[326](index=326&type=chunk)[327](index=327&type=chunk)[329](index=329&type=chunk) - Goodwill original book value was **302 million yuan**, mainly from the acquisition of Le Bélier Group, increasing by **31.4674 million yuan** this period due to exchange rate changes[340](index=340&type=chunk) - Short-term borrowings at period-end were **820 million yuan**, and long-term borrowings were **1.229 billion yuan**[357](index=357&type=chunk)[379](index=379&type=chunk) - Provisions at period-end were **27.7195 million yuan**, mainly related to the VAT payment dispute between the Mexican subsidiary and tax authorities[391](index=391&type=chunk) - Operating revenue was **2.803 billion yuan**, operating cost was **2.427 billion yuan**, with main business revenue accounting for **98.23%**[403](index=403&type=chunk) - Financial expenses for the current period were **25.8056 million yuan**, a significant decrease of **59.19%** from the previous period, mainly due to exchange gains replacing losses[410](index=410&type=chunk) - Other comprehensive income increased by **89.3686 million yuan** this period, primarily contributed by foreign currency financial statement translation differences[398](index=398&type=chunk)[399](index=399&type=chunk) [R&D Expenses](index=122&type=section&id=R%26D%20Expenses) In the first half of 2025, the company's total R&D expenses were 64.07 million yuan, a 12.23% decrease year-on-year, with personnel costs being the largest component, and all R&D expenditures expensed R&D Expense Composition (Jan-Jun 2025 vs Jan-Jun 2024) (Units: Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Personnel Costs | 39,829,062.90 | 43,417,367.75 | | Direct Input | 15,093,908.34 | 21,831,330.50 | | Maintenance Fees | 1,285,745.40 | 2,015,487.40 | | Other | 7,861,163.98 | 5,734,640.66 | | **Total** | **64,069,880.62** | **72,998,826.31** | | Of which: Expensed R&D Expenditures | 64,069,880.62 | 72,998,826.31 | | Capitalized R&D Expenditures | - | - | - Total R&D expenses for the current period were **64.07 million yuan**, a year-on-year decrease of **12.23%**[439](index=439&type=chunk) - All R&D expenditures were expensed, with no capitalized R&D projects[439](index=439&type=chunk) [Changes in Consolidation Scope](index=122&type=section&id=Changes%20in%20Consolidation%20Scope) During the reporting period, there were no changes in the company's consolidation scope due to non-same-control business combinations, same-control business combinations, reverse acquisitions, or disposal of subsidiaries leading to loss of control - During the reporting period, there were no non-same-control business combinations, same-control business combinations, reverse acquisitions, or disposal of subsidiaries leading to loss of control within the company's consolidation scope[440](index=440&type=chunk) [Interests in Other Entities](index=123&type=section&id=Interests%20in%20Other%20Entities) The company holds interests in multiple subsidiaries, established through investment or non-same-control business combinations, primarily engaged in manufacturing or holding, with most being 100% owned - The company holds interests in multiple subsidiaries, including those established through investment and those acquired through non-same-control business combinations[442](index=442&type=chunk) - Major subsidiaries include Guangdong Wencan Die Casting Technology Co., Ltd., Anhui Wencan Die Casting Co., Ltd., Chongqing Wencan Die Casting Co., Ltd., Tianjin Wencan Die Casting Co., Ltd., Wencan Die Casting (Nantong) Co., Ltd., Jiangsu Wencan Die Casting Co., Ltd., and Le Bélier Group[442](index=442&type=chunk) - The company holds a **100%** stake in most subsidiaries, while Wencan Die Casting (Nantong) Co., Ltd. is **75%** directly held and **25%** indirectly held[442](index=442&type=chunk) [Government Grants](index=125&type=section&id=Government%20Grants) The company did not recognize government grants based on receivable amounts during the reporting period; deferred income related to government grants decreased to 61.52 million yuan, with 12.20 million yuan recognized in current profit or loss - Government grants were not recognized based on receivable amounts during the reporting period[445](index=445&type=chunk) Liability Items Related to Government Grants (Units: Yuan) | Financial Statement Item | Balance at Beginning of Period | New Grant Amount Added This Period | Amount Included in Non-operating Income This Period | Amount Transferred to Other Income This Period | Other Changes This Period | Balance at End of Period | Related to Assets/Income | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 65,268,286.40 | - | - | 6,114,295.47 | 2,364,594.9 | 61,518,585.83 | Related to Assets | Government Grants Included in Current Profit and Loss (Units: Yuan) | Type | Amount Incurred This Period | Amount Incurred in Prior Period | | :--- | :--- | :--- | | Related to Assets | 6,114,295.47 | 15,737,008.64 | | Related to Income | 6,087,929.25 | 6,055,414.68 | | **Total** | **12,202,224.72** | **21,792,423.32** | [Risks Related to Financial Instruments](index=125&type=section&id=Risks%20Related%20to%20Financial%20Instruments) The company manages credit, liquidity, and market risks (interest rate, exchange rate) associated with financial instruments, utilizing hedging tools like forward exchange contracts and monitoring receivables, with 698 million yuan of accounts receivable financing derecognized - The company faces credit risk, liquidity risk, and market risk (interest rate risk, exchange rate risk)[449](index=449&type=chunk) - Credit risk is managed through transactions with reputable third parties and continuous monitoring of accounts receivable balances; the top five customers account for **41.15%** of total accounts receivable[451](index=451&type=chunk)[452](index=452&type=chunk) - Exchange rate risk is managed through hedging using derivative financial instruments such as forward exchange contracts and interest rate swaps[457](index=457&type=chunk) Financial Asset Transfer Status (Units: Yuan) | Transfer Method | Nature of Transferred Financial Assets | Amount of Transferred Financial Assets | Derecognition Status | Basis for Derecognition Judgment | | :--- | :--- | :--- | :--- | :--- | | Bank Acceptance Bill Endorsement/Discounting | Notes Receivable | 103,741,753.53 | Not Derecognized | Retained substantially all risks and rewards, including default risk | | Bank Acceptance Bill Endorsement/Discounting | Accounts Receivable Financing | 697,951,477.59 | Derecognized | Transferred substantially all risks and rewards | [Disclosure of Fair Value](index=128&type=section&id=Disclosure%20of%20Fair%20Value) This section discloses the fair value of the company's assets and liabilities measured at fair value, with continuous fair value measurement assets totaling 44.24 million yuan (primarily accounts receivable financing) and liabilities totaling -4.07 million yuan (trading financial liabilities) Fair Value of Assets and Liabilities Measured at Fair Value at Period-End (Units: Yuan) | Item | Level 1 Fair Value Measurement | Level 2 Fair Value Measurement | Level 3 Fair Value Measurement | Total | | :--- | :--- | :--- | :--- | :--- | | **I. Recurring Fair Value Measurements** | | | | | | (I) Financial Assets Held for Trading | - | 44,243,772.70 | - | 44,243,772.70 | | (II) Accounts Receivable Financing | - | 44,243,772.70 | - | 44,243,772.70 | | **Total Assets Subject to Recurring Fair Value Measurements** | - | **44,243,772.70** | - | **44,243,772.70** | | (VI) Financial Liabilities Held for Trading | - | -4,066,761.60 | - | -4,066,761.60 | | **Total Liabilities Subject to Recurring Fair Value Measurements** | - | **-4,066,761.60** | - | **-4,066,761.60** | - Fair value of listed equity instrument investments is determined by **market quotations**[470](index=470&type=chunk) - Derivative financial instruments are measured using valuation techniques similar to forward pricing and swap models, as well as present value methods[470](index=470&type=chunk) [Related Parties and Related Party Transactions](index=130&type=section&id=Related%20Parties%20and%20Related%20Party%20Transactions) This section discloses key management personnel compensation, which was 5.31 million yuan in the first half of 2025, and confirms no other significant related party transactions occurred during the reporting period Key Management Personnel Compensation (Units: Ten thousand yuan) | Item | Amount Incurred This Period | Amount Incurred in Prior Period | | :--- | :--- | :--- | | Key Management Personnel Compensation | 530.58 | 551.34 | - No related party transactions involving purchases and sales of goods, provision and acceptance of services during the reporting period[472](index=472&type=chunk) - No related party entrusted management/contracting or entrusted management/outsourcing situations during the reporting period[473](index=473&type=chunk) - No related party leasing situations during the reporting period[473](index=473&type=chunk) - No related party guarantees during the reporting period[473](index=473&type=chunk) - No related party fund borrowings during the reporting period[473](index=473&type=chunk) - No related party asset transfers or debt restructuring situations during the reporting period[473](index=473&type=chunk) [Share-based Payment](index=132&type=section&id=Share-based%20Payment) During the reporting period, the company had no details of equity instruments, outstanding stock options, equity-settled or cash-settled share-based payments, share-based payment expenses, or modifications/terminations of share-based payments - No share-based payment related matters during the reporting period[476](index=476&type=chunk) [Commitments and Contingencies](index=132&type=section&id=Commitments%20and%20Contingencies) During the reporting period, the company had no significant commitments or contingencies requiring disclosure - No significant commitments during the reporting period[476](index=476&type=chunk) - No significant contingencies requiring disclosure during the reporting period[476](index=476&type=chunk) [Post-Balance Sheet Events](index=133&type=section&id=Post-Balance%20Sheet%20Events) During the reporting period, the company had no important non-adjusting events, profit distribution, sales returns, or other post-balance sheet events - No important non-adjusting events during the reporting period[477](index=477&type=chunk) - No profit distribution during the reporting period[477](index=477&type=chunk) - No sales returns during the reporting period[477](index=477&type=chunk) [Other Significant Matters](index=133&type=section&id=Other%20Significant%20Matters) During the reporting period, the company had no prior period accounting error corrections, significant debt restructurings, asset exchanges, annuity plans, or discontinued operations, and disclosed financial information for two reporting segments - No prior period accounting error corrections, significant debt restructurings, asset exchanges, annuity plans, or discontinued operations during the reporting period[477](index=477&type=chunk) Financial Information by Reporting Segment (Units: Yuan) | Item | Wencan Shares Group (Excluding Wencan Investment and its Subsidiaries) | Wencan Investment and its Subsidiaries | Adjustments and Eliminations | Consolidated | | :--- | :--- | :--- | :--- | :--- | | External Transaction Revenue | 1,615,010,806.38 | 1,202,917,998.80 | -15,361,946.09 | 2,802,566,859.09 | | Total Profit | 105,120,648.19 | -58,373,244.92 | 408,591.64 | 47,155,994.91 | | Income Tax Expense | 24,942,416.16 | 9,103,532.20 | - | 34,045,948.36 | | Total Assets | 7,161,948,098.02 | 3,351,322,061.02 | -1,570,646,587.97 | 8,942,623,571.07 | | Total Liabilities | 2,683,020,782.48 | 1,978,115,121.19 | -21,523,098.60 | 4,639,612,805.05 | [Notes to Major Items in Parent Company Financial Statements](index=134&type=section&id=Notes%20to%20Major%20Items%20in%20Parent%20Company%20Financial%20Statements) This section provides notes for the parent company's financial statement items, including accounts receivable, other receivables (primarily related party fund borrowings), long-term equity investments (mainly in subsidiaries), and operating revenue/cost - Parent company's other receivables at period-end were **655 million yuan**, mainly from related party fund borrowings[486](index=486&type=chunk) - Parent company's long-term equity investments at period-end had a book value of **3.475 billion yuan**, entirely consisting of investments in subsidiaries[491](index=491&type=chunk)[492](index=492&type=chunk) - Parent company's operating revenue and operating cost were both **2.3601 million yuan**[494](index=494&type=chunk) [Supplementary Information](index=140&type=section&id=Supplementary%20Information) This section provides supplementary information, including a detailed statement of non-recurring gains and losses totaling 1.27 million yuan, and key metrics such as weighted average return on net assets and basic earnings per share Current Period Non-recurring Gains and Losses Details (Units: Yuan) | Item | Amount | | :--- | :--- | | Non-current Asset Disposal Gains and Losses | -1,281,297.48 | | Government Subsidies Included in Current Profit and Loss | 6,087,117.11 | | Other Non-operating Income and Expenses Apart from the Above | -3,529,613.21 | | Less: Income Tax Impact | 10,888.28 | | **Total** | **1,265,318.14** | Return on Net Assets and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets (%) | Basic Earnings Per Share | Diluted Earnings Per Share | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Ordinary Shareholders of the Company | 0.31 | 0.04 | 0.04 | | Net Profit Attributable to Ordinary Shareholders of the Company After Deducting Non-recurring Gains and Losses | 0.28 | 0.04 | 0.04 |
文灿股份(603348) - 文灿集团股份有限公司承诺管理制度(2025年8月修订)
2025-08-19 11:49
文灿集团股份有限公司 承诺管理制度 第一章 总则 第一条 为加强文灿集团股份有限公司(以下简称"公司")控股股东、实 际控制人、股东、董事、高级管理人员、关联方、其他承诺人等(以下合称"承 诺人")及公司的承诺管理,规范公司及承诺相关方履行承诺行为,切实保护中 小投资者合法权益,根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司监管指引第 4 号——上市公司及其相关方承诺》等有关法律法规、部 门规章、规范性文件及《文灿集团股份有限公司章程》(以下简称"《公司章程》") 的规定,并结合公司实际情况,制定本制度。 第二章 承诺管理 第二条 本制度适用于承诺人在首次公开发行股票、再融资、并购重组、破 产重组以及公司日常经营过程中做出的解决同业竞争、资产注入、股权激励、解 决产权瑕疵等各项承诺的行为(以下简称"承诺")。 第三条 任何单位和个人不得利用承诺损害上市公司及其股东的合法权益。 第四条 承诺人作出的承诺应当明确、具体、可执行,不得承诺根据当时情 况判断明显不可能实现的事项。 第八条 承诺履行条件已经达到时,承诺人应当及时通知公司,并履行承诺 和信息披露义务。 承诺事项需要主管部门审批的,公司及 ...