第三条 本制度所称内部审计，是指企业内部的一种独立客观的监督、评价，通 过对经营活动及内部控制的适当性、合法性和有效性进行审查、评价和提出建议， 做到规范化管理，规避经营风险，增加公司价值。 第三章 内部审计机构职责和权利 上海克来机电自动化工程股份有限公司 内部审计管理制度 （2025 年 8 月修订） 第一章 总 则 第一条 为加强上海克来机电自动化工程股份有限公司（以下简称"公司"）内 部监督审计，促进公司目标的实现，维护公司和全体股东的合法权益，依据《中华 人民共和国审计法》《中国内部审计准则》《企业内部控制基本规范与配套指引》 的规定，并结合公司内部审计工作的实际情况，特制定本制度。 第二章 适用范围 第二条 本制度适用于集团股份有限公司及其所属分、子公司。 第四条 公司内部审计机构为审计部。审计部设审计经理一名，专职负责审计部 工作，全面负责审计部的日常审计管理工作。审计部向董事会负责，向审计委员会 报告工作。 第五条 审计委员会监督及评估内部审计工作时，应当履行以下职责： 1、指导和监督内部审计制度的建立和实施； 2、审阅公司年度内部审计工作计划； 3、督促公司内部审计计划的实施； 4、指导内部 ...

[Important Notice](index=2&type=section&id=Important%20Notice) This section contains critical declarations from the Board and senior management, risk statements, and confirmations regarding financial integrity and operational conduct [Statement by the Board of Directors and Senior Management](index=2&type=section&id=I.%20Statement%20by%20the%20Board%20of%20Directors%20and%20Senior%20Management) The Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, assuming individual and joint legal responsibility - The company's Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the report content[3](index=3&type=chunk) - All directors of the company attended the board meeting[4](index=4&type=chunk) - This semi-annual report has not been audited[5](index=5&type=chunk) [Risk Statement Regarding Forward-Looking Statements](index=2&type=section&id=VI.%20Risk%20Statement%20Regarding%20Forward-Looking%20Statements) Forward-looking statements in this report, such as future plans and development strategies, do not constitute a substantive commitment to investors, who are advised to be aware of investment risks - Forward-looking statements regarding future plans and development strategies in this report do not constitute a substantive commitment by the company to investors[7](index=7&type=chunk) - Investors are kindly reminded to pay attention to investment risks[7](index=7&type=chunk) [Fund Occupation and External Guarantees](index=2&type=section&id=VII.%20Fund%20Occupation%20and%20External%20Guarantees) During the reporting period, the company had no non-operating fund occupation by controlling shareholders or other related parties, nor did it provide external guarantees in violation of prescribed decision-making procedures - During the reporting period, there was no non-operating occupation of funds by controlling shareholders or other related parties[8](index=8&type=chunk) - There were no external guarantees provided in violation of prescribed decision-making procedures[8](index=8&type=chunk) [Board's Statement on Report Authenticity and Major Risk Warning](index=3&type=section&id=IX.%20Board%27s%20Statement%20on%20Report%20Authenticity%20and%20Major%20Risk%20Warning) The company confirms that no more than half of the directors are unable to guarantee the truthfulness, accuracy, and completeness of the disclosed semi-annual report, and advises investors to refer to the "Management Discussion and Analysis" for detailed risk descriptions - No more than half of the directors are unable to guarantee the truthfulness, accuracy, and completeness of the company's disclosed semi-annual report[9](index=9&type=chunk) - During the reporting period, the company did not face any particularly significant risks that had a substantial impact on its production and operations[9](index=9&type=chunk) - The company has detailed potential risks in "Section III Management Discussion and Analysis" under "V. Other Disclosure Matters" and "(I) Risks that may be faced" in this report[9](index=9&type=chunk) [Definitions](index=5&type=section&id=Section%20I%20Definitions) [Definitions of Common Terms](index=5&type=section&id=Definitions%20of%20Common%20Terms) This section lists common terms and their definitions used in the report, covering company names, subsidiary names, industry terms, and financial concepts, to aid reader comprehension - The reporting period refers to January 1, 2025, to June 30, 2025, and the same period last year refers to January 1, 2024, to June 30, 2024[14](index=14&type=chunk) - Subsidiary names such as "Kelai Sanluo," "Aokewei," and "Hongyuan Zhikong" are defined in detail[14](index=14&type=chunk) - Intelligent manufacturing related technical terms like "measurement and control software SaaS," "palletizing," "industrial big data edge computing," "machine vision," and "equipment digital twin" are explained[14](index=14&type=chunk)[15](index=15&type=chunk) [Company Profile and Key Financial Indicators](index=6&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) [Company Information](index=6&type=section&id=I.%20Company%20Information) This section discloses the company's basic registration information, including its Chinese name, abbreviation, foreign name, and legal representative - The company's Chinese name is Shanghai Kelai Electromechanical Automation Engineering Co., Ltd., abbreviated as Kelai Electromechanical[17](index=17&type=chunk) - The legal representative is Tan Shili[17](index=17&type=chunk) [Contact Person and Information](index=6&type=section&id=II.%20Contact%20Person%20and%20Information) This section provides contact details for the company's Board Secretary and Securities Affairs Representative, including names, addresses, telephone numbers, fax numbers, and email addresses - The Board Secretary is Li Nan, and the Securities Affairs Representative is Gu Wen[18](index=18&type=chunk) - The contact address for both is 1555 Luodong Road, Baoshan District, Shanghai[18](index=18&type=chunk) [Brief Introduction to Changes in Basic Information](index=6&type=section&id=III.%20Brief%20Introduction%20to%20Changes%20in%20Basic%20Information) This section outlines the historical changes in the company's registered address and confirms no changes during the reporting period - The company's current registered address is Building 4, 1555 Luodong Road, Baoshan District, Shanghai[19](index=19&type=chunk) - There were no changes to the company's registered address during the reporting period[20](index=20&type=chunk) [Brief Introduction to Changes in Information Disclosure and Document Custody Locations](index=7&type=section&id=IV.%20Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Custody%20Locations) This section specifies the company's designated newspapers for information disclosure, website address, and report custody location, confirming no changes during the reporting period - The company's selected newspapers for information disclosure include "China Securities Journal," "Securities Times," "Securities Daily," and "Shanghai Securities News"[21](index=21&type=chunk) - The website address for publishing the semi-annual report is http://www.sse.com.cn[21](index=21&type=chunk) [Company Stock Overview](index=7&type=section&id=V.%20Company%20Stock%20Overview) This section provides an overview of the company's stock, including its type, listing exchange, abbreviation, and code - The company's stock is A-shares, listed on the Shanghai Stock Exchange, with stock abbreviation Kelai Electromechanical and stock code 603960[22](index=22&type=chunk) [Other Relevant Information](index=7&type=section&id=VI.%20Other%20Relevant%20Information) This section discloses information about the accounting firm engaged by the company - The accounting firm engaged by the company is Lixin Certified Public Accountants (Special General Partnership)[23](index=23&type=chunk) - The signing accountants are Xie Qian and Wen Qiongyao[23](index=23&type=chunk) [Company's Key Accounting Data and Financial Indicators](index=7&type=section&id=VII.%20Company%27s%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section summarizes the company's key accounting data and financial indicators for the current and prior year periods, with explanations for major changes 2025 Semi-Annual Key Accounting Data | Indicator | Current Period (Jan-Jun) | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 229,676,892.58 | 240,138,843.16 | -4.36 | | Total Profit | 20,832,265.40 | 29,339,615.32 | -29.00 | | Net Profit Attributable to Shareholders of Listed Company | 19,466,126.95 | 24,795,411.59 | -21.49 | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Items) | 14,895,750.50 | 22,199,336.07 | -32.90 | | Net Cash Flow from Operating Activities | -5,930,323.67 | 54,320,490.30 | -110.92 | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 1,120,673,510.07 | 1,110,204,924.09 | 0.94 | | Total Assets (Period-end) | 1,234,909,804.45 | 1,299,017,257.82 | -4.94 | 2025 Semi-Annual Key Financial Indicators | Indicator | Current Period (Jan-Jun) | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/Share) | 0.07 | 0.09 | -22.22 | | Diluted Earnings Per Share (Yuan/Share) | 0.07 | 0.09 | -22.22 | | Basic Earnings Per Share After Deducting Non-Recurring Items (Yuan/Share) | 0.06 | 0.08 | -25.00 | | Weighted Average Return on Net Assets (%) | 1.74 | 2.26 | Decrease by 0.52 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Items (%) | 1.33 | 2.02 | Decrease by 0.69 percentage points | - Net cash flow from operating activities decreased by **110.92%** year-on-year, primarily due to an increased proportion of bill settlements from customers in the current period, leading to a reduction in cash received from sales of goods and services compared to the prior year[25](index=25&type=chunk) [Non-Recurring Gains and Losses Items and Amounts](index=8&type=section&id=IX.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section lists the detailed items and amounts of non-recurring gains and losses for the reporting period, totaling **4,570,376.45 yuan** 2025 Semi-Annual Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (Yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -14,960.06 | | Government grants included in current profit and loss | 4,325,256.29 | | Gains and losses from changes in fair value and disposal of financial assets and liabilities | 788,302.29 | | Other non-operating income and expenses | 288,657.55 | | Less: Income tax impact | 816,879.62 | | **Total** | **4,570,376.45** | [Profit Distribution Plan or Capital Reserve to Share Capital Increase Plan Approved by the Board for the Reporting Period](index=2&type=section&id=V.%20Profit%20Distribution%20Plan%20or%20Capital%20Reserve%20to%20Share%20Capital%20Increase%20Plan%20Approved%20by%20the%20Board%20for%20the%20Reporting%20Period) The Board approved the 2025 semi-annual profit distribution plan, proposing a cash dividend of **0.22 yuan (including tax)** per 10 shares to all shareholders, totaling **5,768,353.80 yuan**, representing **29.63%** of the net profit attributable to shareholders of the listed company - As of June 30, 2025, the company's undistributed profit available for distribution was **359,844,526.83 yuan**[6](index=6&type=chunk) - The company proposes to distribute a cash dividend of **0.22 yuan (including tax)** per 10 shares to all shareholders[6](index=6&type=chunk) - This cash dividend accounts for **29.63%** of the net profit attributable to shareholders of the listed company[6](index=6&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) [Explanation of the Company's Industry and Main Business During the Reporting Period](index=9&type=section&id=I.%20Explanation%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20During%20the%20Reporting%20Period) This section elaborates on the industry development, cyclical characteristics, main business content, and the company's position within the intelligent equipment and automotive parts businesses - The company's intelligent equipment business, belonging to the special equipment manufacturing industry, is undergoing a critical transformation from traditional factor-driven to innovation-driven, exhibiting a "three-pronged synergy" development pattern of intelligence, green practices, and high-end capabilities[30](index=30&type=chunk)[31](index=31&type=chunk) - The automotive parts business, part of automotive parts and accessories manufacturing, benefited from the rapid growth in new energy vehicle demand, with production and sales increasing by **41.4%** and **40.3%** year-on-year, respectively, from January to June 2025[32](index=32&type=chunk)[33](index=33&type=chunk) - The company's main businesses include intelligent equipment (applied to electric drives, electronic controls, power semiconductor modules for new energy vehicles) and automotive parts (fuel distributors, fuel lines, cooling water hard pipes, high-pressure air conditioning lines for new energy vehicles)[38](index=38&type=chunk)[40](index=40&type=chunk) - The company has accumulated a large number of well-known domestic and international customers in the automotive electronics sub-segment, possessing solid capabilities for import substitution and export of technology and equipment products[48](index=48&type=chunk) - The company's carbon dioxide high-pressure pipeline system (refrigerant conduit) has passed Volkswagen MEB experimental certification and entered mass production and supply stage[49](index=49&type=chunk) [Discussion and Analysis of Operating Performance](index=13&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operating%20Performance) During the reporting period, the company navigated a complex external environment, maintaining high-quality development by expanding overseas markets, strengthening brand building, and increasing R&D investment, achieving breakthroughs in new energy automotive electronics, while actively exploring new areas like semiconductor tape and medical packaging materials, and continuously developing new technologies - In the first half of 2025, the company's net profit attributable to shareholders of the listed company was **19.4661 million yuan**, a year-on-year decrease of **21.49%**[50](index=50&type=chunk) - New orders for intelligent equipment business totaled **128 million yuan**, a slight decrease from the prior year, primarily for assembly and testing production lines for new energy automotive electronics[51](index=51&type=chunk) - The company seized the development trend of the new energy vehicle industry, focusing on new product R&D, existing product iteration and upgrade, and innovation in marketing management models, conducting new technology research in areas such as flat wire drive motor manufacturing, motor controller MCU, and flexible assembly of on-board chargers (OBC)[53](index=53&type=chunk) - Actively expanding into the semiconductor tape preparation equipment and medical packaging material manufacturing equipment sectors[59](index=59&type=chunk)[60](index=60&type=chunk) - The automatic loading robot system for box trucks has achieved market sales and practical application for multiple customers, and has undergone on-site trial operation in the food and alcoholic beverage industries[61](index=61&type=chunk) - The company continues to strengthen its industrialization process assurance capabilities for R744 new energy vehicle high-pressure air conditioning pipeline products and conducts research on the application of generative artificial intelligence technology in intelligent equipment[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [Analysis of Core Competitiveness During the Reporting Period](index=17&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) The company's core competitiveness is reflected in its strong R&D capabilities and technological innovation, high-quality customer resources, and accumulation of core technologies and team advantages - The company continuously strengthens its R&D and innovation system, accumulating profound R&D experience in key technical fields such as structural innovative design, electrical control, machine vision, equipment digital twin, and industrial data algorithms[70](index=70&type=chunk) - The company possesses a group of high-quality customer resources, including well-known domestic and international clients such as United Automotive Electronic Systems, Bosch Group companies, Huayu Magna, and Volkswagen Power Battery[72](index=72&type=chunk) - Through independent R&D, the company has gradually accumulated core technologies such as flat wire motor stator and rotor assembly and testing technology, energy feedback type new energy vehicle drive motor back-to-back testing technology, and special pipeline design and mass production for R744 (carbon dioxide) new-generation refrigerant heat pump products[74](index=74&type=chunk)[76](index=76&type=chunk) - The company's management team consists of professionals with deep industry experience, and its technical team is well-structured and highly skilled[77](index=77&type=chunk) - In 2025, the company was recognized as an "Advanced Member Unit of Shanghai Fire Protection Association for 2024," its subsidiary Shanghai Zhongyuan received a "Patent-Intensive Product Certification," and the company was granted 13 new patents[73](index=73&type=chunk) [Key Operating Performance During the Reporting Period](index=18&type=section&id=IV.%20Key%20Operating%20Performance%20During%20the%20Reporting%20Period) This section analyzes the reasons for changes in the company's main financial statement items and provides a detailed analysis of asset and liability conditions, including significant changes in prepayments, other receivables, inventories, and contract liabilities 2025 Semi-Annual Financial Statement Related Item Change Analysis | Item | Current Period Amount (Yuan) | Prior Year Period Amount (Yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 229,676,892.58 | 240,138,843.16 | -4.36 | Primarily due to a decrease in automotive parts business revenue compared to the prior year | | Operating Cost | 179,386,558.51 | 182,211,114.47 | -1.55 | Primarily due to a decrease in automotive parts business revenue, with a corresponding decrease in costs | | Selling Expenses | 3,576,400.50 | 3,294,603.42 | 8.55 | Primarily due to an increase in sales personnel and bidding expenses compared to the prior year | | Administrative Expenses | 15,583,548.65 | 18,692,291.75 | -16.63 | Primarily due to the recognition of share-based payment expenses in the prior year | | Financial Expenses | -1,024,619.42 | -3,110,121.03 | Not applicable | Primarily due to a decrease in interest income in the current period | | R&D Expenses | 16,011,605.04 | 18,382,360.25 | -12.90 | Primarily due to significant R&D investment in the prior year to accelerate the expansion of truck loading robot system product models and engineering research for mass production | | Net Cash Flow from Operating Activities | -5,930,323.67 | 54,320,490.30 | -110.92 | Primarily due to an increased proportion of bill settlements from customers in the current period, leading to a reduction in cash received from sales of goods and services compared to the prior year | | Net Cash Flow from Investing Activities | -13,140,684.43 | -16,195,952.68 | Not applicable | Primarily due to a decrease in payments for external investments in the current period compared to the prior year | | Net Cash Flow from Financing Activities | -19,056,199.63 | -20,391,335.09 | Not applicable | Primarily due to a decrease in dividend and interest payments in the current period compared to the prior year | 2025 Semi-Annual Asset and Liability Status Changes | Item Name | Period-end Amount (Yuan) | Change (%) | Explanation | | :--- | :--- | :--- | :--- | | Prepayments | 3,766,033.01 | 191.07 | Primarily due to an increase in prepaid material costs | | Other Receivables | 1,664,038.94 | 443.36 | Primarily due to an increase in deposit and margin balances in the current period | | Inventory | 182,126,642.89 | 31.14 | Primarily due to an increase in work-in-progress project costs not yet accepted at the end of the current period | | Contract Assets | 2,001,580.25 | -32.16 | Primarily due to a decrease in accounts receivable for quality assurance still within the warranty period | | Other Current Assets | 6,509,152.96 | 71.57 | Primarily due to an increase in input VAT to be deducted | | Construction in Progress | 14,746,188.68 | 57.71 | Primarily due to increased investment in assets in the current period | | Other Non-Current Assets | 1,333,200.00 | -57.97 | Primarily due to a decrease in prepaid equipment balances | | Contract Liabilities | 19,146,693.54 | -53.04 | Primarily due to a decrease in advance receipts for goods | | Taxes Payable | 2,282,286.08 | -71.96 | Primarily due to a decrease in VAT payable and corporate income tax payable at the end of the current period | | Other Payables | 1,090,811.38 | -93.20 | Primarily due to the repurchase of restricted shares in the current period | | Other Current Liabilities | 507,555.38 | 35.38 | Primarily due to an increase in the tax portion of advance receipts for goods in the current period | - Overseas assets amounted to **55,494.24 yuan**, accounting for **0.01%** of total assets[84](index=84&type=chunk) - As of the end of the reporting period, restricted assets totaled **15,828,944.57 yuan**, primarily fixed assets and intangible assets used as collateral for borrowings[86](index=86&type=chunk) [Analysis of Investment Status](index=20&type=section&id=IV.%20Analysis%20of%20Investment%20Status) During the reporting period, the company continued its equity investments, including investments in associates such as Ruitu Intelligent, Jiashite, Shanghai Guke, and Zhuque Ziyan, and established two new companies: Shanghai Kelai Zhiyue Information Technology Co., Ltd. and Shanghai Weilai Zhicheng Automation Equipment Co., Ltd - The company's long-term equity investment balance was **13,606,176.28 yuan**, with an investment loss of **-662,901.12 yuan** recognized from associate Ruitu Intelligent during the reporting period[87](index=87&type=chunk) - The company invested **15.6 million yuan** to acquire a **1.20%** stake in Jiashite, with a period-end long-term equity investment balance of **16,438,003.04 yuan** and an investment income of **255,032.77 yuan** recognized during the reporting period[88](index=88&type=chunk) - The company invested **20 million yuan** to acquire a **6.67%** stake in Shanghai Guke, with a period-end long-term equity investment balance of **19,329,845.23 yuan** and an investment loss of **-216,828.33 yuan** recognized during the reporting period[88](index=88&type=chunk) - The company jointly established Shanghai Kelai Zhiyue Information Technology Co., Ltd. with Zhenjiang Zhiyue High-Tech Co., Ltd., with a registered capital of **3 million yuan**, where the company contributed **1.65 million yuan**, holding a **55%** stake[87](index=87&type=chunk) - The company jointly established Shanghai Weilai Zhicheng Automation Equipment Co., Ltd. with Jiangsu Hualan Pharmaceutical New Material Co., Ltd., with a registered capital of **3 million yuan**, where the company contributed **1.53 million yuan**, holding a **51%** stake[88](index=88&type=chunk) [Analysis of Major Holding and Participating Companies](index=22&type=section&id=VI.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) This section discloses the financial data of the major subsidiary, Kelai Kaiying, with operating revenue of **143,460,330.68 yuan** and net profit of **10,489,428.38 yuan** Major Subsidiary Kelai Kaiying Financial Data | Indicator | Amount (Yuan) | | :--- | :--- | | Registered Capital | 214,000,000.00 | | Total Assets | 541,938,773.42 | | Net Assets | 432,697,556.46 | | Operating Revenue | 143,460,330.68 | | Operating Profit | 11,541,150.16 | | Net Profit | 10,489,428.38 | [Other Disclosure Matters](index=23&type=section&id=V.%20Other%20Disclosure%20Matters) This section details the potential risks faced by the company, including macroeconomic cyclical fluctuations, market competition, concentration in downstream application industries, high customer concentration, challenges in sustained technological innovation, risks of technology leakage and personnel loss, and management risks and gross margin fluctuation risks due to scale expansion - The company faces risks from macroeconomic cyclical fluctuations, where fluctuations in fixed asset investment demand in the downstream automotive industry may impact the demand for the company's intelligent equipment and industrial robot systems[92](index=92&type=chunk) - Market competition in the intelligent equipment manufacturing sector, both domestically and internationally, is intensifying, and the company still has a certain gap compared to internationally renowned enterprises in terms of its ability to undertake large projects, asset scale, and risk resistance[93](index=93&type=chunk) - Approximately **90%** of the company's sales revenue comes from the automotive sector, indicating a relatively concentrated downstream application industry with inherent fluctuation risks[94](index=94&type=chunk) - In the first half of 2025, the company's sales revenue from its top five customers remained highly concentrated, posing a risk of high customer concentration[95](index=95&type=chunk) - Intelligent equipment technology is rapidly developing, and the company faces risks in sustaining its technological innovation capabilities; if technology development and product upgrades cannot keep pace with market demand, it will adversely affect the company's ability to maintain its market-leading position[96](index=96&type=chunk)[97](index=97&type=chunk) - The company possesses proprietary innovative technologies with independent intellectual property rights, facing risks of technology leakage and loss of key technical personnel[98](index=98&type=chunk) - In 2024 and the first half of 2025, the company's comprehensive gross profit margins were **21.41%** and **21.90%**, respectively, indicating that the company faces risks of gross margin fluctuations[100](index=100&type=chunk) [Corporate Governance, Environment, and Society](index=25&type=section&id=Section%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) [Changes in Company Directors and Senior Management](index=25&type=section&id=I.%20Changes%20in%20Company%20Directors%20and%20Senior%20Management) During the reporting period, the company's Board of Directors and Supervisory Board underwent re-elections, with several directors, senior management, and supervisors resigning, and new members being elected and appointed - Wang Yangming, Su Jianliang, Qian Jinwu, Zhang Haihong, He Xiaoyue, Yu Lei, and Cao Weihong (Executive Deputy General Manager and CFO) resigned[103](index=103&type=chunk) - Cao Weihong was elected as a director and appointed as Deputy General Manager, Zhou Tao was elected as an employee representative director, Shen Nanyan was elected as an independent director, and Gu Wen was appointed as CFO and Securities Affairs Representative[103](index=103&type=chunk) - The members of the company's Fifth Board of Directors are Tan Shili, Cao Weihong, Li Ming, Zhou Tao, Zhang Huiming, Zhang Feng, and Shen Nanyan[104](index=104&type=chunk) - Tan Shili was appointed as the company's General Manager, Cao Weihong and Yan Lizhong as Deputy General Managers, Gu Wen as CFO and Securities Affairs Representative, and Li Nan as Board Secretary[104](index=104&type=chunk) [Profit Distribution or Capital Reserve to Share Capital Increase Plan](index=25&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20to%20Share%20Capital%20Increase%20Plan) The Board approved the 2025 semi-annual profit distribution plan, proposing a cash dividend of **0.22 yuan (including tax)** per 10 shares to all shareholders, totaling **5,768,353.80 yuan**, representing **29.63%** of the net profit attributable to shareholders of the listed company - The company proposes to distribute a cash dividend of **0.22 yuan (including tax)** per 10 shares to all shareholders for the first half of 2025[105](index=105&type=chunk) - As of August 28, 2025, the company's share capital was **262.1979 million shares**, resulting in a total proposed cash dividend of **5,768,353.80 yuan (including tax)**[105](index=105&type=chunk) - This cash dividend accounts for **29.63%** of the net profit attributable to shareholders of the listed company[105](index=105&type=chunk) [Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=26&type=section&id=III.%20Status%20and%20Impact%20of%20Company%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The conditions for the third vesting period of the company's 2022 Restricted Stock Incentive Plan were not met, and the company plans to repurchase and cancel a portion of the restricted shares, which was completed on July 3, 2025 - The conditions for the third vesting period of the company's 2022 Restricted Stock Incentive Plan were not met[108](index=108&type=chunk) - The company plans to repurchase **765,600 restricted shares** corresponding to the third vesting period, which were granted but not yet vested, from 109 incentive recipients[108](index=108&type=chunk) - Due to personal reasons, 7 incentive recipients under this plan resigned, and the company plans to repurchase and cancel their granted but unvested restricted shares totaling **60,000 shares**[108](index=108&type=chunk) - The company completed the repurchase and cancellation on July 3, 2025[108](index=108&type=chunk) [Significant Matters](index=27&type=section&id=Section%20V%20Significant%20Matters) [Fulfillment of Commitments](index=27&type=section&id=I.%20Fulfillment%20of%20Commitments) This section details the fulfillment of commitments made by the company's actual controllers, controlling shareholders, directors, supervisors, senior management, and the company itself regarding related party transactions, horizontal competition, share lock-up, dividend policy, and equity incentives, confirming that all commitments were strictly and timely fulfilled - The company's actual controllers, Tan Shili and Chen Jiukang, committed to resolving related party transactions and horizontal competition, holding company shares long-term, and not reducing holdings below the offering price[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company committed to maintaining an active cash and stock dividend distribution policy, ensuring that cash dividends account for no less than **20%** of the distributable profit for the year, provided cash dividend conditions are met[116](index=116&type=chunk) - Equity incentive recipients committed that if the company's information disclosure documents contain false records, misleading statements, or major omissions, leading to non-compliance with equity grant or exercise arrangements, the incentive recipients shall return all benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements, or major omissions[120](index=120&type=chunk) - The company committed not to provide loans or any other form of financial assistance to incentive recipients for acquiring restricted shares under this incentive plan, including providing guarantees for their loans[121](index=121&type=chunk) - All commitments have been fulfilled strictly and in a timely manner[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) [Explanation of Progress in Use of Raised Funds](index=40&type=section&id=XII.%20Explanation%20of%20Progress%20in%20Use%20of%20Raised%20Funds) The company's convertible bond fundraising project, "Intelligent Manufacturing Production Line Expansion Project," has been completed and reached its intended usable state, with remaining raised funds of **51.7026 million yuan** permanently used to supplement working capital Overall Use of Raised Funds | Source of Raised Funds | Net Raised Funds (1) (Ten Thousand Yuan) | Total Committed Investment of Raised Funds (2) (Ten Thousand Yuan) | Cumulative Raised Funds Invested as of Report Period End (4) (Ten Thousand Yuan) | Investment Progress (%) (6)=(4)/(1) | Amount Invested This Year (8) (Ten Thousand Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Issuance of Convertible Bonds | 17,332.75 | 17,332.75 | 12,948.36 | 74.70 | 270.83 | | **Total** | **18,000.00** | **17,332.75** | **12,948.36** | **/** | **270.83** | - The company's convertible bond fundraising project, "Intelligent Manufacturing Production Line Expansion Project," has been completed as planned and reached its intended usable state, meeting the conditions for project closure[131](index=131&type=chunk) - The company permanently supplemented working capital with the remaining raised funds from the investment project, totaling **51.7026 million yuan** (including interest income and wealth management income), for daily production and operations[131](index=131&type=chunk) [Share Changes and Shareholder Information](index=43&type=section&id=Section%20VI%20Share%20Changes%20and%20Shareholder%20Information) [Changes in Share Capital](index=43&type=section&id=I.%20Changes%20in%20Share%20Capital) During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure[134](index=134&type=chunk) [Shareholder Information](index=43&type=section&id=II.%20Shareholder%20Information) This section discloses the total number of common shareholders, the top ten shareholders, and the top ten shareholders with unrestricted shares as of the end of the reporting period, and explains the concerted action relationship of the actual controllers - As of the end of the reporting period, the total number of common shareholders was **47,781**[135](index=135&type=chunk) Top Ten Shareholders' Shareholding as of Report Period End | Shareholder Name | Shares Held at Period End (Shares) | Percentage (%) | Share Status | | :--- | :--- | :--- | :--- | | Tan Shili | 57,098,945 | 21.71 | None | | Chen Jiukang | 41,824,464 | 15.90 | None | | Wang Yangming | 4,552,284 | 1.73 | None | | Industrial Bank Co., Ltd. - Huaxia CSI Robot ETF | 3,532,476 | 1.34 | None | | Su Jianliang | 1,654,127 | 0.63 | None | | Yu Zhenji | 1,486,700 | 0.57 | None | | Hong Kong Securities Clearing Company Limited | 1,433,348 | 0.54 | None | | Guotai Junan Securities Co., Ltd. - Tianhong CSI Robot ETF | 1,430,700 | 0.54 | None | | Zhang Haihong | 1,067,087 | 0.41 | None | | Feng Shoujia | 850,000 | 0.32 | None | - Tan Shili and Chen Jiukang are parties acting in concert, jointly serving as the company's actual controllers[138](index=138&type=chunk) Top Ten Shareholders with Restricted Shares and Restriction Conditions as of Report Period End | No. | Name of Shareholder with Restricted Shares | Number of Restricted Shares Held (Shares) | Date Available for Listing | Restriction Conditions | | :--- | :--- | :--- | :--- | :--- | | 1 | Li Peihua | 40,000 | July 3, 2025 | Proposal for the 2022 Restricted Stock Incentive Plan's third vesting period conditions not met and repurchase and cancellation of some restricted shares | | 2 | Cao Weihong | 32,000 | July 3, 2025 | Same as above | | 3 | Lu Chunhong | 32,000 | July 3, 2025 | Same as above | | 4 | Yan Lizhong | 32,000 | July 3, 2025 | Same as above | | 5 | Dong Hualin, Huang Bo, Huang Li, Liu Hao, Luo Xiaowei, Feng, Qu Xiangdong, Song | 140,000 | July 3, 2025 | Same as above | - The performance assessment target for the vesting of granted restricted shares is a net profit of not less than **136.5 million yuan** in 2024[142](index=142&type=chunk) [Information on Directors and Senior Management](index=46&type=section&id=III.%20Information%20on%20Directors%20and%20Senior%20Management) This section discloses the shareholding changes of current and resigned directors and senior management during the reporting period, as well as their equity incentive grants Shareholding Changes of Directors and Senior Management | Name | Position | Shares Held at Beginning of Period (Shares) | Shares Held at End of Period (Shares) | Change in Shares During Reporting Period (Shares) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Gu Wen | CFO and Securities Affairs Representative | 23,500 | 14,000 | -9,500 | Reduction | - Ms. Gu Wen's share reduction occurred before February 10, 2025, and does not constitute a reduction during her tenure as a senior executive[146](index=146&type=chunk) Equity Incentive Grants to Directors and Senior Management During Reporting Period | Name | Position | Restricted Shares Held at Beginning of Period (Shares) | Restricted Shares Held at End of Period (Shares) | | :--- | :--- | :--- | :--- | | Cao Weihong | Director | 32,000 | 32,000 | | Yan Lizhong | Senior Management | 32,000 | 32,000 | | Gu Wen | Senior Management | 14,000 | 14,000 | | **Total** | **/** | **78,000** | **78,000** | - The company plans to repurchase and cancel **765,600 restricted shares** corresponding to the third vesting period, which were granted but not yet vested, from 109 incentive recipients[147](index=147&type=chunk) [Bond-Related Information](index=47&type=section&id=Section%20VII%20Bond-Related%20Information) [Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments](index=47&type=section&id=I.%20Corporate%20Bonds%20(Including%20Enterprise%20Bonds)%20and%20Non-Financial%20Enterprise%20Debt%20Financing%20Instruments) During the reporting period, the company had no corporate bonds or non-financial enterprise debt financing instruments - During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[150](index=150&type=chunk) [Convertible Corporate Bonds](index=47&type=section&id=II.%20Convertible%20Corporate%20Bonds) During the reporting period, the company had no convertible corporate bonds - During the reporting period, the company had no convertible corporate bonds[150](index=150&type=chunk) [Financial Report](index=48&type=section&id=Section%20VIII%20Financial%20Report) [Audit Report](index=48&type=section&id=I.%20Audit%20Report) This semi-annual report has not been audited - This semi-annual report has not been audited[5](index=5&type=chunk) [Financial Statements](index=48&type=section&id=II.%20Financial%20Statements) This section provides 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 Consolidated Balance Sheet Key Data (June 30, 2025 vs December 31, 2024) | Item | June 30, 2025 (Yuan) | December 31, 2024 (Yuan) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 356,796,225.38 | 394,918,083.10 | | Accounts Receivable | 151,560,869.06 | 206,751,887.22 | | Inventory | 182,126,642.89 | 138,882,562.93 | | Total Current Assets | 763,596,004.53 | 815,146,317.06 | | Fixed Assets | 222,297,967.53 | 235,012,973.74 | | Total Assets | 1,234,909,804.45 | 1,299,017,257.82 | | Short-term Borrowings | 6,005,591.66 | 7,006,504.99 | | Contract Liabilities | 19,146,693.54 | 40,772,751.86 | | Total Liabilities | 113,207,688.01 | 187,646,803.77 | | Total Equity Attributable to Parent Company Owners | 1,120,673,510.07 | 1,110,204,924.09 | Consolidated Income Statement Key Data (2025 Semi-Annual vs 2024 Semi-Annual) | Item | 2025 Semi-Annual (Yuan) | 2024 Semi-Annual (Yuan) | | :--- | :--- | :--- | | Operating Revenue | 229,676,892.58 | 240,138,843.16 | | Operating Cost | 179,386,558.51 | 182,211,114.47 | | Operating Profit | 16,218,536.04 | 26,348,393.82 | | Total Profit | 20,832,265.40 | 29,339,615.32 | | Net Profit | 19,329,203.36 | 24,597,065.72 | | Net Profit Attributable to Parent Company Shareholders | 19,466,126.95 | 24,795,411.59 | | Basic Earnings Per Share (Yuan/Share) | 0.07 | 0.09 | Consolidated Cash Flow Statement Key Data (2025 Semi-Annual vs 2024 Semi-Annual) | Item | 2025 Semi-Annual (Yuan) | 2024 Semi-Annual (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -5,930,323.67 | 54,320,490.30 | | Net Cash Flow from Investing Activities | -13,140,684.43 | -16,195,952.68 | | Net Cash Flow from Financing Activities | -19,056,199.63 | -20,391,335.09 | | Net Increase in Cash and Cash Equivalents | -38,115,857.72 | 17,726,598.14 | | Cash and Cash Equivalents at End of Period | 356,796,225.38 | 340,053,251.77 | [Company's Basic Information](index=64&type=section&id=III.%20Company%27s%20Basic%20Information) This section introduces the company's establishment, history of share capital changes, listing status, and main operating activities, confirming its registered capital and share capital as of June 30, 2025, to be **263,023,500.00 yuan** - The company was established on May 30, 2003, and restructured into Shanghai Kelai Electromechanical Automation Engineering Co., Ltd. in November 2013[181](index=181&type=chunk)[182](index=182&type=chunk) - The company was listed on the Shanghai Stock Exchange on March 14, 2017[183](index=183&type=chunk) - As of June 30, 2025, the company's registered capital and share capital were both **263,023,500.00 yuan**[186](index=186&type=chunk) - The company's main operating activities include special equipment manufacturing, industrial robot manufacturing, material handling equipment manufacturing, mechanical equipment sales, and technical services[187](index=187&type=chunk) [Basis for Preparation of Financial Statements](index=65&type=section&id=IV.%20Basis%20for%20Preparation%20of%20Financial%20Statements) This section clarifies that the financial statements are prepared in accordance with enterprise accounting standards and relevant regulations, and are based on the going concern assumption - The financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and the relevant provisions of "Information Disclosure and Reporting Rules for Companies Issuing Securities to the Public No. 15" by the China Securities Regulatory Commission[188](index=188&type=chunk) - These financial statements are prepared on a going concern basis, and the company has assessed its ability to continue as a going concern for 12 months from the end of the reporting period, finding no matters affecting this ability[189](index=189&type=chunk) [Significant Accounting Policies and Estimates](index=65&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the company's accounting policies and estimates for financial instruments, inventories, long-term equity investments, fixed assets, intangible assets, revenue recognition, government grants, and deferred income tax - The company's accounting year runs from January 1 to December 31 of the Gregorian calendar, and the recording currency is Renminbi[191](index=191&type=chunk)[193](index=193&type=chunk) - Inventories are classified as raw materials, work-in-progress, finished goods, and goods in transit, and are valued using the weighted average method upon issuance[228](index=228&type=chunk) - Fixed asset depreciation is calculated using the straight-line method, with depreciation periods of 20 years for buildings and structures, and 3-10 years for machinery and equipment[242](index=242&type=chunk)[245](index=245&type=chunk) - Revenue is recognized when the customer obtains control of the related goods or services; for intelligent equipment business, product sales revenue is recognized when the product is delivered to the customer's designated location, installation and debugging are completed, and the customer signs the final acceptance report[263](index=263&type=chunk)[265](index=265&type=chunk) - Government grants are classified as asset-related or income-related, and are recognized and accounted for based on acceptance status and compensation nature[269](index=269&type=chunk) [Taxation](index=85&type=section&id=VI.%20Taxation) This section discloses the company's main tax categories and rates, and details the high-tech enterprise income tax preferential policies and advanced manufacturing enterprise VAT additional deduction policies enjoyed by the company and its subsidiaries Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Based on sales of goods and taxable services calculated according to tax laws, the output tax is calculated, and after deducting the input tax allowed for the current period, the difference is the VAT payable | 5%, 6%, 9%, 13%, 19% | | Urban Maintenance and Construction Tax | Calculated based on actual VAT paid | 5% | Income Tax Rates for Different Taxable Entities | Taxable Entity Name | Income Tax Rate (%) | | :--- | :--- | | The Company | 15 | | Shanghai Zhongyuan | 15 | | Hongyuan Zhikong | 15 | | Aokewei | 15 | | Kelai Zhiyue | 20 | | Weilai Zhicheng | 20 | | KELAI GERMANY GMBH | 15 | - The company, Shanghai Zhongyuan, Hongyuan Zhikong, and Aokewei all enjoy high-tech enterprise income tax preferential policies, with an actual tax rate of **15%**[283](index=283&type=chunk)[284](index=284&type=chunk) - Kelai Zhiyue and Weilai Zhicheng are small and micro-profit enterprises, enjoying inclusive tax reduction policies[284](index=284&type=chunk) - The company, Shanghai Zhongyuan, Aokewei, and Hongyuan Zhikong enjoy a **5%** additional VAT deduction policy for advanced manufacturing enterprises[285](index=285&type=chunk) [Notes to Consolidated Financial Statement Items](index=86&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes on major items in the consolidated financial statements, including cash and cash equivalents, notes receivable, accounts receivable, inventories, long-term equity investments, fixed assets, intangible assets, goodwill, short-term borrowings, contract liabilities, employee compensation payable, taxes payable, other payables, deferred income, share capital, capital reserves, undistributed profits, operating revenue and costs, various expenses, investment income, credit impairment losses, asset impairment losses, non-operating income and expenses, income tax expenses, and supplementary cash flow information Cash and Cash Equivalents Period-End Balance | Item | Period-end Balance (Yuan) | | :--- | :--- | | Cash on hand | 31,796.47 | | Bank deposits | 356,764,428.91 | | **Total** | **356,796,225.38** | - As of June 30, 2025, the company had no other funds restricted from realization, pledged, frozen, or held overseas, or with potential recovery risks[287](index=287&type=chunk) Accounts Receivable by Age at Period-End | Age | Period-end Book Balance (Yuan) | | :--- | :--- | | Within 1 year (inclusive) | 143,384,145.30 | | 1 to 2 years | 12,356,514.95 | | 2 to 3 years | 4,307,437.86 | | 3 to 4 years | 994,674.80 | | 4 to 5 years | 1,408,899.97 | | Over 5 years | 828,504.30 | | **Total** | **163,280,177.18** | Inventory Classification at Period-End | Item | Book Value (Yuan) | | :--- | :--- | | Raw materials | 19,827,131.74 | | Work-in-progress | 146,128,658.51 | | Finished goods | 7,697,098.47 | | Goods in transit | 8,473,754.17 | | **Total** | **182,126,642.89** | - Goodwill's original book value was **122,246,472.83 yuan**, with goodwill impairment provision of **10,138,025.01 yuan**, primarily from Shanghai Zhongyuan Fuel Distributor Manufacturing Co., Ltd[349](index=349&type=chunk)[351](index=351&type=chunk) - In the first half of 2025, the recoverable amount of Shanghai Zhongyuan's asset group was determined by the present value of estimated future cash flows, with a pre-tax discount rate of **12.43%**, a forecast period of 5 years, a compound growth rate of **5.36%** for forecast revenue, and an average gross profit margin of **11.36%** for the 5-year forecast[354](index=354&type=chunk) - During the reporting period, net cash flow from operating activities was **-5,930,323.67 yuan**, a significant decrease from **54,320,490.30 yuan** in the prior year[426](index=426&type=chunk) [Research and Development Expenses](index=135&type=section&id=VIII.%20Research%20and%20Development%20Expenses) This section discloses the composition of the company's R&D expenses by nature for the reporting period, totaling **16,011,605.04 yuan**, all of which were expensed R&D Expenses by Nature | Item | Amount for Current Period (Yuan) | Amount for Prior Period (Yuan) | | :--- | :--- | :--- | | Salaries and wages | 12,025,479.64 | 10,972,325.05 | | Material costs | 2,589,819.07 | 5,118,051.20 | | Depreciation and amortization | 966,981.32 | 1,936,415.82 | | Other | 429,325.01 | 355,568.18 | | **Total** | **16,011,605.04** | **18,382,360.25** | - All R&D expenses in the current period were expensed, with no capitalized R&D expenses[435](index=435&type=chunk) [Changes in Consolidation Scope](index=135&type=section&id=IX.%20Changes%20in%20Consolidation%20Scope) During the reporting period, the company had no changes in its consolidation scope due to non-same control business combinations, same control business combinations, reverse acquisitions, or disposal of subsidiaries - During the reporting period, the company had no changes in its consolidation scope due to non-same control business combinations, same control business combinations, reverse acquisitions, or disposal of subsidiaries[435](index=435&type=chunk)[436](index=436&type=chunk) [Interests in Other Entities](index=136&type=section&id=X.%20Interests%20in%20Other%20Entities) This section discloses the composition of the company's subsidiaries and associates, including their main operating locations, registered capital, business nature, and shareholding percentages, and summarizes the financial information of immaterial associates Composition of Enterprise Group (Major Subsidiaries) | Subsidiary Name | Main Operating Location | Registered Capital (Yuan) | Business Nature | Shareholding Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Kelai Sanluo | Shanghai | 52,296,151.00 | Manufacturing | 100 | | Aokewei | Shanghai | 50,000,000.00 | Manufacturing | 100 | | Hongyuan Zhikong | Shanghai | 50,000,000.00 | Manufacturing | 100 | | Kelai Kaiying | Shanghai | 214,000,000.00 | Manufacturing | 100 | | Shanghai Zhongyuan | Shanghai | 20,692,400.02 | Manufacturing | 100 | | Kelai Zhiyue | Shanghai | 3,000,000.00 | Software and Information Technology Services | 55 | | KELAI GERMANY GMBH | Göttingen, Germany | 192,710.00 | Manufacturing | 100 | | Weilai Zhicheng | Shanghai | 3,000,000.00 | Manufacturing | 51 | Summary Financial Information of Immaterial Associates | Item | Period-end Balance/Current Period Amount (Yuan) | Period-beginning Balance/Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Total book value of investments | 55,058,110.70 | 55,926,703.89 | | Net profit | -868,593.19 | 355,653.60 | | Total comprehensive income | -868,593.19 | 355,653.60 | [Government Grants](index=139&type=section&id=XI.%20Government%20Grants) This section discloses government grant-related liability items at the end of the reporting period, including other payables and deferred income, and lists the total government grants recognized in current profit or loss as **4,325,256.29 yuan** Liability Items Involving Government Grants | Financial Statement Item | Period-beginning Balance (Yuan) | Period-end Balance (Yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | | Other payables | 1,000,000.00 | 1,000,000.00 | Income-related | | Deferred income | 654,545.45 | 572,727.27 | Asset-related | | **Total** | **1,654,545.45** | **1,572,727.27** | **/** | Government Grants Recognized in Current Profit or Loss | Type | Amount for Current Period (Yuan) | Amount for Prior Period (Yuan) | | :--- | :--- | :--- | | Income-related | 4,243,438.11 | 2,777,140.60 | | Asset-related | 81,818.18 | 81,818.18 | | **Total** | **4,325,256.29** | **2,858,958.78** | [Risks Related to Financial Instruments](index=139&type=section&id=XII.%20Risks%20Related%20to%20Financial%20Instruments) The company faces credit risk, liquidity risk, and market risk (including exchange rate risk and interest rate risk) in its operations, which are managed through diversified investments, credit assessment, regular monitoring, and an appropriate portfolio of financial instruments - The company faces various financial risks in its operations: credit risk, liquidity risk, and market risk (including exchange rate risk, interest rate risk, and other price risks)[445](index=445&type=chunk) - Credit risk primarily arises from cash and cash equivalents, accounts receivable, notes receivable financing, contract assets, and other receivables[446](index=446&type=chunk) - Market risk includes exchange rate risk (mitigated by continuously monitoring foreign currency transactions and the scale of foreign currency assets and liabilities) and interest rate risk (primarily from short-term bank borrowings, managed by regularly reviewing and monitoring an appropriate portfolio of fixed and floating rate instruments)[447](index=447&type=chunk)[448](index=448&type=chunk) - Liquidity risk is centrally controlled by the company's finance department through monitoring cash balances, readily marketable securities, and rolling forecasts of future 12-month cash flows[448](index=448&type=chunk) [Disclosure of Fair Value](index=141&type=section&id=XIII.%20Disclosure%20of%20Fair%20Value) This section discloses assets and liabilities measured at fair value at the end of the period, with notes receivable financing measured using Level 2 fair value Fair Value of Assets and Liabilities Measured at Fair Value at Period-End | Item | Level 2 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | | Notes receivable financing | 54,287,806.46 | 54,287,806.46 | | **Total assets continuously measured at fair value** | **54,287,806.46** | **54,287,806.46** | [Related Parties and Related Party Transactions](index=142&type=section&id=XIV.%20Related%20Parties%20and%20Related%20Party%20Transactions) This section provides detailed disclosures of the company's ultimate controlling parties, subsidiaries, associates, and other related parties, as well as related party transactions during the reporting period, including purchases and sales of goods, provision of services, related leases, and related party guarantees - The ultimate controlling parties of the company are Tan Shili and Chen Jiukang[454](index=454&type=chunk) Purchases of Goods/Acceptance of Services | Related Party | Related Transaction Content | Amount for Current Period (Yuan) | | :--- | :--- | :--- | | Ruitu Intelligent | Purchase of goods | 83,152.44 | Related Leases Where the Company is the Lessor | Lessee Name | Type of Leased Asset | Lease Income Recognized in Current Period (Yuan) | | :--- | :--- | :--- | | Zhuque Ziyan | Real estate lease | 193,335.64 | | Zongguan Su | Real estate lease | 77,388.90 | Related Party Guarantees Where the Company is the Guaranteed Party | Guarantor | Guaranteed Amount (Yuan) | Guarantee Start Date | Guarantee End Date | Guarantee Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Tan Shili, Qu Xianghong | 3,001,837.50 | 2025/3/28 | 2026/3/28 | No | Key Management Personnel Remuneration | Item | Amount for Current Period (Ten Thousand Yuan) | Amount for Prior Period (Ten Thousand Yuan) | | :--- | :--- | :--- | | Key management personnel remuneration | 269.25 | 197.51 | Unsettled Items Receivable from Related Parties | Item Name | Related Party | Period-end Book Balance (Yuan) | | :--- | :--- | :--- | | Accounts receivable | Zhuque Ziyan | 104,244.00 | | Accounts receivable | Zongguan Su | 97,286.56 | | Other receivables | Zongguan Su | 672.56 | Unsettled Items Payable to Related Parties | Item Name | Related Party | Period-end Book Balance (Yuan) | | :--- | :--- | :--- | | Contract liabilities | Zhuque Ziyan | 28,131.77 | | Other current liabilities | Zhuque Ziyan | 3,657.13 | [Share-Based Payment](index=146&type=section&id=XV.%20Share-Based%20Payment) This section discloses the grant details, exercise price, remaining contractual term, and vesting conditions of the company's 2022 Restricted Stock Incentive Plan, and explains the repurchase and cancellation of some restricted shares due to unfulfilled conditions or personnel departures - On March 28, 2022, the company granted **2,424,000 restricted shares** to 139 incentive recipients at a grant price of **10.86 yuan/share**[469](index=469&type=chunk) - Restricted shares vest in three tranches: the first tranche vests **30%** from the first trading day 12 months after the initial grant registration date until the last trading day within 24 months; the second tranche vests **30%** from the first trading day 24 months after until the last trading day within 36 months; the third tranche vests **40%** from the first trading day 36 months after until the last trading day within 48 months[469](index=469&type=chunk) - The conditions for the third vesting period of the company's 2022 Restricted Stock Incentive Plan were not met, and the company plans to repurchase **765,600 restricted shares** corresponding to the third vesting period, which were granted but not yet vested, from 109 incentive recipients[470](index=470&type=chunk) - Due to personal reasons, 7 incentive recipients under this plan resigned and are no longer eligible for incentives, so the company plans to repurchase and cancel their granted but unvested restricted shares totaling **60,000 shares**[470](index=470&type=chunk) - The company completed the repurchase and cancellation on July 3, 2025[470](index=470&type=chunk) [Commitments and Contingencies](index=148&type=section&id=XVI.%20Commitments%20and%20Contingencies) As of the end of the reporting period, the company had no significant commitments or contingencies requiring disclosure - As of the end of the reporting period, the company had no significant commitments requiring disclosure[471](index=471&type=chunk) - As of the end of the reporting period, the company had no significant contingencies requiring disclosure[471](index=471&type=chunk) [Events After the Balance Sheet Date](index=149&type=section&id=XVII.%20Events%20After%20the%20Balance%20Sheet%20Date) This section discloses that after the balance sheet date, the company plans to distribute profits or dividends totaling **5,768,353.80 yuan** Profit Distribution | Item | Amount (Yuan) | | :--- | :--- | | Proposed profit or dividend distribution | 5,768,353.80 | | Profit or dividend declared and approved for distribution | 5,768,353.80 | [Other Significant Matters](index=149&type=section&id=XVIII.%20Other%20Significant%20Matters) This section discloses the company's two reporting segments, intelligent equipment business and automotive parts, determined based on its internal organizational structure, management requirements, and internal reporting system, and provides financial information for each segment - Based on the company's internal organizational structure, management requirements, and internal reporting system, two reporting segments have been identified: intelligent equipment business and automotive parts[473](index=473&type=chunk)[474](index=474&type=chunk) Financial Information of Reporting Segments | Item | Intelligent Equipment Business (Yuan) | Automotive Parts (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | | External transaction revenue | 87,870,411.86 | 141,806,480.72 | 229,676,892.58 | | Total profit | 6,700,626.05 | 14,439,280.80 | 20,832,265.40 | | Total assets | 1,046,708,166.96 | 434,348,204.79 | 1,234,909,804.45 | | Total liabilities | 49,025,123.84 | 108,058,273.72 | 113,207,688.01 | [Notes to Parent Company Financial Statement Major Items](index=150&type=section&id=XIX.%20Notes%20to%20Parent%20Company%20Financial%20Statement%20Major%20Items) This section provides detailed notes on major items in the parent company's financial statements, including accounts receivable, other receivables, long-term equity investments, operating revenue and costs, and investment income Parent Company Accounts Receivable by Age at Period-End | Age | Period-end Book Balance (Yuan) | | :--- | :--- | | Within 1 year (inclusive) | 50,651,622.37 | | 1 to 2 years | 7,751,769.99 | | 2 to 3 years | 595,792.50 | | 3 to 4 years | 236,274.80 | | 4 to 5 years | 223,500.00 | | Over 5 years | 473,431.04 | | **Total** | **59,932,390.70** | Parent Company Other Receivables by Nature at Period-End | Nature of Item | Period-end Book Balance (Yuan) | | :--- | :--- | | Current accounts | 110,819,085.45 | | Bidding funds | 140,000.00 | | Deposits and margins | 35,426.00 | | Other | 48,740.35 | | **Total** | **111,043,251.80** | Parent Company Investment in Subsidiaries at Period-End | Investee Name | Period-end Balance (Book Value) (Yuan) | | :--- | :--- | | Aokewei | 50,915,822.00 | | Kelai Sanluo | 44,606,870.00 | | Kelai Kaiying | 348,347,110.00 | | Kelai Zhiyue | 1,650,000.00 | | KELAI GERMANY GMBH | 192,710.00 | | Weilai Zhicheng | 1,530,000.00 | | **Total** | **447,242,512.00** | Parent Company Operating Revenue and Operating Cost | Item | Current Period Amount - Revenue (Yuan) | Current Period Amount - Cost (Yuan) | | :--- | :--- | :--- | | Main business | 88,359,919.53 | 72,248,849.45 | | Other business | 1,955,995.36 | 1,251,960.16 | | **Total** | **90,315,914.89** | **73,500,809.61** | [Supplementary Information](index=161&type=section&id=XX.%20Supplementary%20Information) This section provides supplementary information, including a detailed statement of non-recurring gains and losses, net asset return, and earnings per share Current Period Non-Recurring Gains and Losses Detailed Statement | Item | Amount (Yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -14,960.06 | | Government grants included in current profit and loss | 4,325,256.29 | | Gains and losses from changes in fair value and disposal of financial assets and financial liabilities | 788,302.29 | | Other non-operating income and expenses | 288,657.55 | | Less: Income tax impact | 816,879.62 | | **Total** | **4,570,376.45** | Net Asset Return 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 | 1.74 | 0.07 | 0.07 | | Net profit attributable to ordinary shareholders of the company after deducting non-recurring gains and losses | 1.33 | 0.06 | 0.06 |

证券代码：603960 证券简称：克来机电 公告编号：2025-037 （一）实际募集资金金额、资金到账时间 经中国证券监督管理委员会出具的《关于核准上海克来机电自动化工程股份 有限公司公开发行可转换公司债券的批复》(证监许可[2019]2316 号)核准,同意 公司向社会公开发行面值总额 18,000.00 万元可转换公司债券，期限 6 年。上海 克来机电自动化工程股份有限公司（以下简称"公司"）于 2019 年 12 月 2 日公 开发行了 180 万张可转换公司债券，每张面值 100 元，发行总额 18,000.00 万元。 发行方式采用向公司原股东优先配售，原股东优先配售后余额部分（含原股东放 弃优先配售部分）采用网上通过上海证券交易所交易系统向社会公众投资者发售 的方式进行，认购金额不足 18,000.00 万元的部分（含中签投资者放弃缴款认购 部分）由保荐机构（主承销商）包销，共计募集资金 180,000,000.00 元，扣除 承销费用 3,710,000.00 元（不含税金额为 3,500,000.00 元）后的募集资金净额 共计人民币 176,290,000.00 元。扣除为发行可转债所支付 ...

重要内容提示： 证券代码：603960 证券简称：克来机电 公告编号：2025-039 上海克来机电自动化工程股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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。 （网址：http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2025 年 9 月 3 日(星期三)至 9 月 9 日（星期二）16:00 前登 录 上 证 路 演 中 心 网 站 首 页 点 击 " 提 问 预 征 集 " 栏 目 或 通 过 公 司 邮 箱 kelai.jidian@sh-kelai.com 进行提问。公司将在说明会上对投资者普遍关注的 问题进行回答。 上海克来机电自动化工程股份有限公司（以下简称"公司"）已于 2025 年 8 月 29 日发布公司 2025 年半年度报告，为便于广大投资者更全面深入地了解公 司 2025 年半年度经营成果、财务状况，公司计划于 2025 年 9 月 10 日（星期三） 下午 13:00-14:00 举行 ...

证券代码：603960 证券简称：克来机电 公告编号：2025-038 上海克来机电自动化工程股份有限公司 关于 2025 年度"提质增效重回报"行动方案 半年度评估报告的公告 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。 上海克来机电自动化工程股份有限公司（以下简称"公司"）为积极响应上 海证券交易所《关于开展沪市公司"提质增效重回报"专项行动的倡议》，践行 "以投资者为本"的发展理念，不断强化公司价值创造能力，维护全体股东利益， 公司于 2025 年 1 月 22 日在上海证券交易所网站披露了《公司关于"提质增效重 回报"行动方案的公告》（以下简称"行动方案"）。 报告期内，公司根据行动方案的内容在经营管理、投资者回报、信息披露、 公司治理等方面积极开展和落实相关工作，并总结了 2025 年半年度"提质增效 重回报"行动方案的实施情况，《关于公司 2025 年度"提质增效重回报"行动方 案半年度评估报告的议案》已经公司于 2025 年 8 月 28 日召开的第五届董事会第 二次会议审议通过，现将报告期内的实施和效果评估情 ...

Group 1 - The core viewpoint of the news is that KLA Electric (603960) has experienced a decline in revenue and net profit in its latest quarterly report, indicating potential challenges for the company [1] - As of August 25, 2025, KLA Electric's stock closed at 20.58 yuan, with a slight increase of 0.93% and a trading volume of 123,200 hands, amounting to 253 million yuan [1] - The company reported total revenue of 80.52 million yuan for Q1 2025, a year-on-year decrease of 17.30%, and a net profit attributable to shareholders of 9.22 million yuan, down 17.86% year-on-year [1] Group 2 - KLA Electric's non-recurring net profit was 6.11 million yuan, reflecting a significant year-on-year decrease of 44.44% [1] - The company's liquidity ratios are strong, with a current ratio of 5.228 and a quick ratio of 4.071, while the debt-to-asset ratio stands at 12.10% [1] - KLA Electric has made investments in 11 companies and participated in 48 bidding projects, showcasing its active engagement in the market [2]

格隆汇8月20日丨克来机电(603960.SH)在投资者互动平台表示，公司智能装备业务在汽车半导体装备方 面主要根据客户的需求进行定制装备的研发，在无人驾驶汽车控制电子领域公司也有已交付的智能装 备，光模块方面公司主要涉及光隔离器、光收发模块等组件的自动化组装装备的开发。 ...

金融界消息 截至2025年8月19日收盘，克来机电（603960）报收于20.37元，上涨0.64%，换手率 4.45%，成交量11.67万手，成交金额2.37亿元。 资金流向方面，今日主力资金净流出1344.80万元，占比成交额5.68%。其中，超大单净流出920.40万 元、占成交额3.89%，大单净流出424.40万元、占成交额1.79%，中单净流出流出486.36万元、占成交额 2.05%，小单净流入1831.15万元、占成交额7.73%。 来源：金融界 克来机电最新一期业绩显示，截至2025一季报，公司营业总收入8051.91万元、同比减少17.30%，归属 净利润921.54万元，同比减少17.86%，扣非净利润610.96万元，同比减少44.44%，流动比率5.228、速动 比率4.071、资产负债率12.10%。 天眼查商业履历信息显示，上海克来机电自动化工程股份有限公司，成立于2003年，位于上海市，是一 家以从事计算机、通信和其他电子设备制造业为主的企业。企业注册资本26219.79万人民币，实缴资本 6000万人民币。公司法定代表人为谈士力。 通过天眼查大数据分析，上海克来机电自动化工程 ...

Group 1: ETF Performance - The liquidity of the Robot ETF managed by Jiashi has a turnover rate of 4.11% with a transaction volume of 22.095 million yuan [3] - Over the past year, the Robot ETF has seen a scale increase of 508 million yuan, with leveraged funds continuing to invest [3] - As of August 14, 2025, the net value of the Robot ETF has increased by 67.03%, ranking 303 out of 2961 index equity funds, placing it in the top 10.23% [3] Group 2: Top Holdings - As of July 31, 2025, the top ten weighted stocks in the CSI Robot Index include Keda Xunfei, Huichuan Technology, Stone Technology, Dahua Technology, Zhongkong Technology, Dazhu Laser, Shuanghuan Transmission, Robot, Ecovacs, and Julun Intelligent, collectively accounting for 48.86% of the index [3] Group 3: Market Sentiment and Trends - According to CITIC Securities, the humanoid robot sector has experienced a significant recovery in sentiment due to previous corrections and positive changes in the domestic and international robot industry chain [6] - The domestic industry chain is seeing breakthroughs in orders for body manufacturers, indicating that humanoid robots are gradually entering the commercialization phase [6] - Shanghai Securities notes that the humanoid robot industry is entering a phase of diverse competition, with applications in industrial scenarios becoming a high-certainty trend [7]

Group 1 - The stock price of Kelaijidian is reported at 19.74 yuan, down 0.03 yuan from the previous trading day, with a trading volume of 53,844 hands and a transaction amount of 1.06 billion yuan [1] - Kelaijidian operates in the specialized equipment manufacturing industry, focusing on the research, production, and sales of automation equipment, primarily used in automotive electronics, consumer electronics, and medical devices [1] - On August 8, the stock price of Kelaijidian broke through the annual line, with the latest price showing a deviation rate of 0.07% compared to the annual line of 19.78 yuan [1] Group 2 - On the same day, the net inflow of main funds was 2.51 million yuan, while the cumulative net outflow over the past five trading days reached 7.036 million yuan [1]