证券代码：688819 证券简称：天能股份 公告编号：2025-039 与会监事经过认真讨论，认为公司 2025 年半年报及其摘要的编制和 审议程序规范合法，符合法律、法规、公司章程及监管机构的规定，报 告公允反映了公司报告期内的财务状况和经营成果，所包含的信息从各 个方面真实地反映出公司报告期内的经营管理和财务状况等事项，所披 露的信息真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏。 未发现参与公司 2025 年半年报编制和审议的人员有违反保密规定及损 害公司利益的行为。 天能电池集团股份有限公司 第三届监事会第三次会议决议公告 本公司监事会及全体监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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 天能电池集团股份有限公司（以下简称"公司"）第三届监事会第 三次会议（以下简称"本次会议"）于 2025 年 8 月 28 日在公司会议室 以现场方式召开。本次会议由公司监事会主席王保平先生召集并主持。 本次会议通知已于 2025 年 8 月 18 日以电子邮件方式送达全体监事。本 次监事会应出席监事 3 人，实际出 ...

北京市中伦律师事务所 关于天能电池集团股份有限公司 2025 年第二次临时股东大会的 法律意见书 二〇二五年八月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 法律意见书 北京市中伦律师事务所 关于天能电池集团股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：天能电池集团股份有限公司 为出具本法律意见书，本所律师列席了公司 2025 年第二次临时股东大会， 并根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证 券法》（以下简称"《证券法》"）、《上市公司股东会规 ...

[Important Notice](index=2&type=section&id=Important%20Notice) The board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report - Company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report[3](index=3&type=chunk) - For significant risk warnings, please refer to "Section III Management Discussion and Analysis," "IV. Risk Factors" related content[4](index=4&type=chunk) - This semi-annual report has not been audited[5](index=5&type=chunk) - The profit distribution plan or capital reserve conversion plan for this reporting period is not applicable[6](index=6&type=chunk) - Forward-looking statements do not constitute a commitment by the company to investors; investors are advised to be aware of investment risks[6](index=6&type=chunk) [Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) This section defines key terms related to the company's major related parties, subsidiaries, and battery industry terminology - The report lists definitions for the company's major related parties and subsidiaries, such as Tianneng Holding, Tianneng Investment, and Changxing Honghao[12](index=12&type=chunk)[13](index=13&type=chunk) - Defines battery industry-related terms, such as lead-acid battery, lithium-ion battery, electric light vehicle, kVAh, GWh, specific energy, etc[15](index=15&type=chunk) [Section II Company Profile and Key Financial Indicators](index=7&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information, contact details, stock profile, and key financial performance indicators [I. Company Basic Information](index=7&type=section&id=I.%20Company%20Basic%20Information) The company's Chinese name is Tianneng Battery Group Co., Ltd., abbreviated as Tianneng Shares, with Yang Jianfen as its legal representative - Company's Chinese name: Tianneng Battery Group Co., Ltd., abbreviation: Tianneng Shares[17](index=17&type=chunk) - Legal Representative: Yang Jianfen[17](index=17&type=chunk) - Company Website: www.cn-tn.com[17](index=17&type=chunk) [II. Contact Person and Information](index=7&type=section&id=II.%20Contact%20Person%20and%20Information) Hu Minxiang serves as the Board Secretary, with She Fanlei and Peng Xiaoliang as Securities Affairs Representatives, and contact details are disclosed - Board Secretary (Domestic Information Disclosure Representative) is Hu Minxiang, Securities Affairs Representatives are She Fanlei and Peng Xiaoliang[18](index=18&type=chunk) - Contact Address: No. 18 Baoqiao Road, Huaxi Industrial Park, Changxing County, Zhejiang Province, Telephone: 0572-6029388[18](index=18&type=chunk) [III. Overview of Information Disclosure and Document Storage Location Changes](index=8&type=section&id=III.%20Overview%20of%20Information%20Disclosure%20and%20Document%20Storage%20Location%20Changes) The company designates four newspapers for information disclosure, publishes its semi-annual report on www.sse.com.cn, and stores it at its registered address - Names of newspapers selected by the company for information disclosure: "China Securities Journal," "Shanghai Securities News," "Securities Daily," "Securities Times"[19](index=19&type=chunk) - Website address for publishing the semi-annual report: www.sse.com.cn[19](index=19&type=chunk) - Location for keeping the company's semi-annual report: No. 18 Baoqiao Road, Huaxi Industrial Park, Changxing County, Zhejiang Province[19](index=19&type=chunk) [IV. Brief Introduction to Company Shares/Depositary Receipts](index=8&type=section&id=IV.%20Brief%20Introduction%20to%20Company%20Shares/Depositary%20Receipts) The company's A-shares are listed on the Shanghai Stock Exchange STAR Market under the ticker Tianneng Shares (688819), with no depositary receipts during the period - The company's share type is A-shares, listed on the Shanghai Stock Exchange STAR Market, stock abbreviation Tianneng Shares, stock code 688819[20](index=20&type=chunk) - Information on the company's depositary receipts is not applicable[21](index=21&type=chunk) [VI. Key Accounting Data and Financial Indicators](index=8&type=section&id=VI.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) During the reporting period, the company's operating revenue decreased by 3.26%, total profit and net profit attributable to shareholders decreased by 28.91% and 27.26% respectively, while R&D investment as a percentage of revenue increased to 4.23% Main Accounting Data (Jan-Jun) | Indicator | Current Period (Jan-Jun) (Yuan) | Prior Period (Yuan) | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 20,917,121,212.25 | 21,622,414,162.70 | -3.26 | | Total Profit | 1,061,914,077.33 | 1,493,845,498.30 | -28.91 | | Net Profit Attributable to Shareholders of the Listed Company | 868,644,736.31 | 1,194,186,508.27 | -27.26 | | Net Cash Flow from Operating Activities | 1,415,542,798.85 | 1,859,872,391.08 | -23.89 | | Net Assets Attributable to Shareholders of the Listed Company (End of Current Period) | 16,352,707,990.32 | 15,889,109,096.95 | 2.92 | | Total Assets (End of Current Period) | 43,778,907,952.74 | 44,287,963,941.96 | -1.15 | Main Financial Indicators (Jan-Jun) | Indicator | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | 0.89 | 1.23 | -27.64 | | Diluted Earnings Per Share (Yuan/share) | 0.89 | 1.23 | -27.64 | | Basic Earnings Per Share Excluding Non-Recurring Gains and Losses (Yuan/share) | 0.61 | 0.77 | -20.78 | | Weighted Average Return on Net Assets (%) | 5.37 | 7.51 | Decreased by 2.14 percentage points | | Weighted Average Return on Net Assets Excluding Non-Recurring Gains and Losses (%) | 3.64 | 4.72 | Decreased by 1.08 percentage points | | R&D Investment as a Percentage of Operating Revenue (%) | 4.23 | 4.05 | Increased by 0.18 percentage points | [VIII. Non-Recurring Gains and Losses Items and Amounts](index=9&type=section&id=VIII.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) Non-recurring gains and losses totaled 279.81 million Yuan, primarily from government grants and reversal of impairment provisions for receivables 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 | -5,023,374.93 | | Government grants recognized in current profit or loss | 292,167,343.25 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedging activities related to normal business operations | 15,735,854.67 | | Capital occupation fees charged to non-financial enterprises recognized in current profit or loss | 328,372.64 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 29,201,257.00 | | Other non-operating income and expenses apart from the above | 10,347,094.09 | | Less: Income tax impact | 60,305,520.65 | | Minority interest impact (after tax) | 2,643,128.82 | | Total | 279,807,897.25 | [Section III Management Discussion and Analysis](index=10&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) This section analyzes the company's industry, business operations, core competitiveness, and risk factors during the reporting period [I. Explanation of the Company's Industry and Main Business During the Reporting Period](index=10&type=section&id=I.%20Explanation%20of%20the%20Company's%20Industry%20and%20Main%20Business%20During%20the%20Reporting%20Period) The company operates in the battery industry, developing lead-acid and lithium-ion batteries, with new technologies in solid-state, hydrogen fuel, and sodium-ion batteries [1. Main Business](index=10&type=section&id=1.%20Main%20Business) The company's main business encompasses R&D, production, and sales of various battery types, including lead-acid, lithium-ion, solid-state, hydrogen fuel, and sodium-ion batteries - The company has formed a battery product system with synergistic development of lead-acid and lithium-ion batteries, and reserve development of new material batteries such as solid-state batteries, hydrogen fuel cells, and sodium-ion batteries[27](index=27&type=chunk) - Business scope covers R&D, production, and sales of multiple battery categories, including power batteries for electric light vehicles, energy storage batteries, backup power for data centers, power batteries for special vehicles, automotive start-stop batteries, industrial batteries, and drone batteries[27](index=27&type=chunk) [2. Business Model](index=10&type=section&id=2.%20Business%20Model) The company employs a three-tier R&D structure, centralized procurement, lean manufacturing, and a "distribution + direct sales" model for its diverse battery products - R&D Model: Formed a three-tier R&D structure of "headquarters research institute + business unit technology center + production base technology department," rooted in lead-acid battery business, vigorously developing lithium battery business, and continuously exploring new battery technologies[28](index=28&type=chunk) - Procurement Model: Primarily implements a centralized procurement model, with unified procurement and supplier management by the company's procurement management center[28](index=28&type=chunk) - Production Model: Enhances lean production capabilities by increasing R&D investment, introducing intelligent manufacturing equipment, and establishing information management systems, and formulates differentiated production models based on downstream product applications[28](index=28&type=chunk) - Sales Model: Adopts a "distribution + direct sales" combined model for the power battery market, while the energy storage business focuses on core customer groups such as energy management companies and power companies, providing customized energy storage system solutions[28](index=28&type=chunk)[29](index=29&type=chunk) [3. Industry Overview](index=11&type=section&id=3.%20Industry%20Overview) The battery industry sees lead-acid batteries dominating light electric vehicles, rapid growth in electrochemical energy storage, and lithium-ion batteries achieving significant scale and technological advancements [(1) Lead-Acid Battery Industry](index=11&type=section&id=(1)%20Lead-Acid%20Battery%20Industry) The lead-acid battery market for light electric vehicles is driven by policy, while energy storage and automotive battery markets show continuous growth - Electric Light Vehicle Battery Sector: Lead-acid power batteries dominate due to their green, high-safety, and economical characteristics, with "trade-in" subsidy policies and "new national standards" expected to inject new momentum[30](index=30&type=chunk) - Energy Storage Battery Sector: Electrochemical energy storage is developing rapidly, with large-scale production of lead-carbon batteries and lithium-ion batteries promoting their application in grid systems[31](index=31&type=chunk) - Automotive Battery Sector: In 2024, China's new car market production and sales grew by **3.7%** and **4.5%** respectively, and passenger car start-stop batteries are entering a concentrated replacement cycle, demanding higher product quality and service response[31](index=31&type=chunk)[32](index=32&type=chunk) [(2) Lithium Battery Industry](index=12&type=section&id=(2)%20Lithium%20Battery%20Industry) China's lithium battery output reached 1,170 GWh in 2024, with LFP batteries dominating the power battery market and industry consolidation accelerating - In 2024, China's total lithium battery output reached **1,170 GWh**, a year-on-year increase of **24%**, with the industry scale exceeding **1.2 trillion Yuan** for the first time[34](index=34&type=chunk) - Lithium iron phosphate (LFP) batteries account for **60%** of the power battery market, while high-nickel ternary materials dominate the high-end electric vehicle market[34](index=34&type=chunk) - The industry has entered a "micro-innovation" stage focused on process optimization and performance improvement, accelerating the market exit of small and medium-sized manufacturers and continuously increasing industry concentration[34](index=34&type=chunk) [(3) Hydrogen Fuel Cell Industry](index=12&type=section&id=(3)%20Hydrogen%20Fuel%20Cell%20Industry) Hydrogen energy is a crucial future energy component, with policy support stimulating demand in heavy-duty sectors despite a temporary decline in fuel cell vehicle production - Hydrogen energy is globally regarded as a vital component of the future energy system, with 2025 being a critical year for China's hydrogen energy industry to cross the economic inflection point and move towards large-scale development[35](index=35&type=chunk) - In the first half of 2025, fuel cell vehicle production and sales declined by approximately **47%** year-on-year, but policy measures such as highway toll exemptions and operating subsidies are stimulating demand, with heavy-duty sectors like heavy trucks and rail transit becoming breakthroughs[35](index=35&type=chunk) [(4) Sodium-Ion Battery Industry](index=12&type=section&id=(4)%20Sodium-Ion%20Battery%20Industry) Sodium-ion battery industrialization is advancing, with energy density exceeding 160 Wh/kg and strong potential in energy storage and commercial vehicles due to safety and cost advantages - Breakthrough progress has been made in the industrialization of sodium-ion batteries, with leading enterprises achieving battery energy density exceeding **160Wh/kg** and cycle life over **3,000 cycles** through material innovation, electrolyte optimization, and process improvement, bringing performance indicators close to commercial LFP batteries[36](index=36&type=chunk) - Sodium batteries, with their high safety, wide temperature range performance, and low cost advantages, are penetrating the energy storage sector, and their penetration rate in large-scale energy storage and commercial vehicles is expected to grow rapidly in the future[36](index=36&type=chunk) [(5) Solid-State Battery Industry](index=12&type=section&id=(5)%20Solid-State%20Battery%20Industry) Solid-state batteries offer breakthrough advantages in safety and energy density, with China initiating standard system construction and leading enterprises achieving pilot production - Solid-state batteries demonstrate breakthrough advantages in safety, energy density, cycle life, and environmental adaptability[37](index=37&type=chunk) - China has officially initiated the construction of a solid-state battery standard system, and leading enterprises have achieved pilot production breakthroughs and begun small-scale mass production layouts for solid-state batteries[37](index=37&type=chunk)[38](index=38&type=chunk) - EVTank predicts that all-solid-state batteries will enter small-scale mass production in **2027** and are expected to achieve large-scale commercial application by **2030**[38](index=38&type=chunk) [II. Discussion and Analysis of Operations](index=13&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operations) The company achieved 20.92 billion Yuan in revenue and 869 million Yuan in net profit, with steady lead-acid battery growth, significant lithium battery expansion, and accelerating new technology development [1. Cornerstone Business - Lead-Acid Batteries, Steady Progress](index=13&type=section&id=1.%20Cornerstone%20Business%20-%20Lead-Acid%20Batteries,%20Steady%20Progress) The lead-acid battery business generated 19.15 billion Yuan in revenue, driven by integrated online-offline marketing and supply chain optimization - In the first half of 2025, the company's lead-acid battery business achieved operating revenue of **19.15 billion Yuan**[38](index=38&type=chunk) - The company focuses on full-channel integration to deepen the online-offline marketing closed-loop, and leverages supply chain upgrades to strengthen operational and inventory collaborative management, improving operational efficiency and inventory turnover[38](index=38&type=chunk) [2. Growth Business - Lithium Battery Business, Continuous Improvement](index=13&type=section&id=2.%20Growth%20Business%20-%20Lithium%20Battery%20Business,%20Continuous%20Improvement) Lithium battery business revenue grew by 192.73% to 540 million Yuan, with breakthroughs in communication energy storage and large-scale user-side energy storage projects - In the first half of 2025, the company's lithium battery business achieved operating revenue of **540 million Yuan**, a year-on-year increase of **192.73%**[39](index=39&type=chunk) - The company's low-speed power business and energy storage business both achieved simultaneous growth in volume and quality, and significant optimization in technology iteration and operational efficiency[39](index=39&type=chunk) - In terms of business expansion, the company focused on breakthroughs in the communication energy storage sector, establishing strategic cooperation with industry leaders such as ZTE Corporation[39](index=39&type=chunk) - The 37.5MW/100.5MWh energy storage power station project in Hexian, Ma'anshan, constructed in cooperation with Hong Kong & China Gas Smart Energy, has been successfully connected to the grid, making it the largest user-side energy storage power station in Anhui Province[39](index=39&type=chunk) [3. Emerging Businesses - Accelerating Technology Iteration, Accumulating Energy for Industrialization](index=13&type=section&id=3.%20Emerging%20Businesses%20-%20Accelerating%20Technology%20Iteration,%20Accumulating%20Energy%20for%20Industrialization) Emerging businesses like fuel cells, solid-state, and sodium-ion batteries are accelerating technology iteration, with solid-state batteries securing initial orders in the drone sector - Fuel Cell Sector: The company is accelerating product iteration and upgrades, achieving significant improvements in product performance and reliability, and effectively reducing overall costs through process optimization[39](index=39&type=chunk) - Solid-State Battery Technology R&D: The company has built a core technology system with independent intellectual property rights, covering in-situ polymerization technology, lithium metal interface modification technology, and multi-layer composite ion membrane technology[40](index=40&type=chunk) - Commercial application of solid-state batteries in emerging fields such as drones and robots has been successful, with initial orders achieved in the drone sector[40](index=40&type=chunk) - Significant progress has been made in sodium-ion battery R&D, successfully developing **160Wh/kg** high-energy-density layered oxide sodium-ion pouch cells and **105Wh/kg** long-cycle-life polyanionic sodium-ion energy storage cells, which have been demonstrated in electric vehicles and energy storage systems[41](index=41&type=chunk) [4. Overseas Business - Adhering to Globalization Strategy, Continuously Deepening Overseas Layout](index=14&type=section&id=4.%20Overseas%20Business%20-%20Adhering%20to%20Globalization%20Strategy,%20Continuously%20Deepening%20Overseas%20Layout) Overseas revenue grew by 75.39% to 226 million Yuan, driven by optimized Vietnam operations, new factory construction, and expanded localized presence and marketing efforts - In the first half of 2025, the company achieved overseas operating revenue of **226 million Yuan**, a year-on-year increase of **75.39%**[42](index=42&type=chunk) - Operations at the Vietnam assembly plant continue to optimize, with capacity utilization approaching **100%**; the self-built factory project in Vietnam is progressing smoothly and is expected to officially commence production by the end of this year[42](index=42&type=chunk) - Established localized offices in key markets such as Vietnam, Thailand, Indonesia, Turkey, Nigeria, and Uzbekistan, and built a symbiotic channel network with high-quality overseas distributors[42](index=42&type=chunk) - Expanded brand exposure and supported overseas sales growth through online optimization of Tianneng International official accounts, Alibaba International Station promotion, overseas official website redesign, and offline participation in international exhibitions[42](index=42&type=chunk) [III. Analysis of Core Competitiveness During the Reporting Period](index=14&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) The company's core competitiveness stems from its robust R&D, green intelligent manufacturing, extensive market channels, and high brand recognition [(一) Analysis of Core Competitiveness](index=14&type=section&id=(%E4%B8%80)%20Analysis%20of%20Core%20Competitiveness) The company's core competitiveness is built upon its advanced R&D system, green intelligent manufacturing, extensive market channels, and strong brand reputation [1. Technological R&D System Advantage](index=14&type=section&id=1.%20Technological%20R&D%20System%20Advantage) The company maintains a three-tier R&D structure, mastering advanced materials and technologies across lead-acid, lithium-ion, solid-state, hydrogen fuel, and sodium-ion batteries - The company has formed a three-tier R&D structure of "headquarters research institute + business unit technology center + production base technology department," continuously consolidating and enhancing R&D innovation capabilities[43](index=43&type=chunk) - In the lead-acid and lithium-ion battery fields, it masters new material technologies such as graphene composite materials, multi-element composite rare earth alloys, and super-energy manganese iron lithium, and actively explores new-generation battery technologies like fuel cells, sodium-ion batteries, and solid-state batteries[43](index=43&type=chunk) - In the solid-state battery field, it successfully designed and prepared prototype products with energy densities up to **300Wh/kg** and **400Wh/kg**, built a core technology system with independent intellectual property rights, and achieved commercial application in emerging fields such as drones and robots[48](index=48&type=chunk)[49](index=49&type=chunk) - In the hydrogen fuel cell field, it overcame four core technical bottlenecks: system integration, system control, bipolar plate flow field distribution and sealing structure, and membrane electrode, achieving product performance breakthroughs of **1.5W/cm²** and a lifespan exceeding **20,000 hours**[50](index=50&type=chunk) - In the sodium-ion battery field, it successfully developed **160Wh/kg** high-performance layered oxide sodium-ion pouch cells and **105Wh/kg** long-cycle-life polyanionic system sodium-ion energy storage cells, and was awarded the "Pioneer Award for Sodium Battery Market Application"[51](index=51&type=chunk)[52](index=52&type=chunk) [2. Green Intelligent Manufacturing Advantage](index=17&type=section&id=2.%20Green%20Intelligent%20Manufacturing%20Advantage) The company integrates green production with intelligent manufacturing, utilizing advanced equipment and information systems to enhance efficiency and flexibility in battery production - The company has built a manufacturing system that combines green production with intelligent manufacturing, equipping lead-acid battery production with advanced equipment such as continuous casting and rolling, and fully automated casting and welding[55](index=55&type=chunk) - Lithium battery production has established automated production lines with high cleanliness and precise humidity control, relying on production big data and MES systems to enhance line flexibility and process leanness[55](index=55&type=chunk) [3. Market Channel System Advantage](index=18&type=section&id=3.%20Market%20Channel%20System%20Advantage) The company boasts a nationwide sales and after-sales network of over 3,000 dealers and 400,000 terminal outlets, supported by localized production and efficient logistics - The company has established a marketing and after-sales integrated network covering **32** provinces, autonomous regions, and municipalities nationwide, with over **3,000** dealers connecting more than **400,000** terminal outlets[56](index=56&type=chunk) - Production bases are strategically located near high-demand areas such as Zhejiang, Anhui, Henan, and Jiangxi, complemented by an efficient logistics system to ensure rapid response to customer needs[56](index=56&type=chunk) - The company, guided by the "service as product" philosophy, has built a user-centric ecosystem, laying the foundation for its leading position in the electric bicycle battery industry's "quality + service" dual-driven era[56](index=56&type=chunk) [4. High Brand Recognition Advantage](index=18&type=section&id=4.%20High%20Brand%20Recognition%20Advantage) The company maintains high brand recognition, consistently ranking among global new energy enterprises and holding various national green manufacturing certifications - The company has been continuously selected as one of the "Global Top 500 New Energy Enterprises" for many years, and has received authoritative certifications such as "National Green Factory," "National Green Supply Chain Management Enterprise," "China Industrial Award," and "Green Design Demonstration Enterprise for Industrial Products"[58](index=58&type=chunk) - The company has established deep strategic collaborations with leading electric bicycle manufacturers and energy groups, continuously strengthening its benchmark position in the industry[58](index=58&type=chunk) [(三) Core Technologies and R&D Progress](index=18&type=section&id=(%E4%B8%89)%20Core%20Technologies%20and%20R&D%20Progress) The company's R&D efforts have resulted in 3,657 patents, significant investment in research, and a large team of R&D personnel, driving innovation across battery technologies [1. Core Technologies, Their Advanced Nature, and Changes During the Reporting Period](index=18&type=section&id=1.%20Core%20Technologies,%20Their%20Advanced%20Nature,%20and%20Changes%20During%20the%20Reporting%20Period) The company holds 3,657 patents, including 950 invention patents, and has participated in drafting numerous national and international standards, demonstrating its technological leadership - As of June 30, 2025, the company had accumulated **3,657** patents, including **950** invention patents, with **15** patents winning national or provincial patent awards, and **9** invention patents winning the China Patent Excellence Award[59](index=59&type=chunk) - The company has successively undertaken **1** national key R&D program project, **1** national science and technology support program, **4** central government-guided local science and technology development special projects, and **24** provincial key R&D program projects[59](index=59&type=chunk) - The company participated in drafting and promulgating **4** international standards, **105** national standards, **52** industry standards, and **110** group standards[60](index=60&type=chunk) National Specialized, Refined, and New "Little Giant" Enterprises, Manufacturing "Single Champion" Recognition | Entity | Designation | Year of Designation | Product Name | | :--- | :--- | :--- | :--- | | Tianneng Battery Group Co., Ltd. | Single Champion Demonstration Enterprise | 2023-2025 | Lead-Acid Battery | | Anhui Zhongneng Power Co., Ltd. | National Specialized, Refined, and New "Little Giant" Enterprise | 2024 | Anhui Zhongneng Power Co., Ltd. | [2. R&D Achievements During the Reporting Period](index=19&type=section&id=2.%20R&D%20Achievements%20During%20the%20Reporting%20Period) As of June 30, 2025, the company held 3,657 patents, with 332 new intellectual property applications and 225 grants during the reporting period - As of June 30, 2025, the company owned **3,657** patents, including **950** invention patents[61](index=61&type=chunk) - During the reporting period, the company filed **332** intellectual property applications (including **147** invention patents) and obtained **225** grants (including **39** invention patents)[61](index=61&type=chunk)[62](index=62&type=chunk) [3. R&D Investment Table](index=19&type=section&id=3.%20R&D%20Investment%20Table) Total R&D investment for the period was 885.28 million Yuan, representing 4.23% of operating revenue, a slight increase from the previous year R&D Investment Status | Indicator | Current Period (Yuan) | Prior Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Investment | 885,279,389.41 | 874,694,035.54 | 1.21 | | Total R&D Investment | 885,279,389.41 | 874,694,035.54 | 1.21 | | R&D Investment as a Percentage of Operating Revenue (%) | 4.23 | 4.05 | Increased by 0.18 percentage points | [4. R&D Project Status](index=20&type=section&id=4.%20R&D%20Project%20Status) The company has 19 ongoing R&D projects with a total estimated investment of 1.37 billion Yuan, focusing on various battery technologies and manufacturing improvements - The company has **19** ongoing R&D projects, with an estimated total investment of **1,365.541 million Yuan**, current period investment of **314.9669 million Yuan**, and cumulative investment of **932.2773 million Yuan**[68](index=68&type=chunk) - R&D projects cover common key production process improvements for lead-acid batteries, intelligent manufacturing, new national standard high-energy power batteries, new lead-carbon batteries, energy storage batteries, automotive start-stop batteries, high-energy electric vehicle batteries, industrial high-energy batteries, advanced production processes for lithium-ion batteries, long-life lithium batteries for energy storage, high-energy high-safety solid-state batteries, fuel cell stacks, hydrogen fuel new energy vehicle battery systems, hydrogen fuel cell hydrogen storage technology, and sodium-ion battery product development[67](index=67&type=chunk)[68](index=68&type=chunk) [5. R&D Personnel Information](index=22&type=section&id=5.%20R&D%20Personnel%20Information) The company employs 1,901 R&D personnel, accounting for 10% of its total workforce, with a diverse educational and age structure R&D Personnel Basic Information | Indicator | Current Period | Prior Period | | :--- | :--- | :--- | | Company R&D Personnel (persons) | 1,901 | 1,723 | | R&D Personnel as a Percentage of Total Company Employees (%) | 10.00 | 8.57 | | Total R&D Personnel Compensation (Yuan) | 163,183,543.77 | 174,126,893.23 | | Average R&D Personnel Compensation (Yuan) | 85,840.90 | 101,060.30 | R&D Personnel Education Level | Education Level | Number (persons) | Ratio (%) | | :--- | :--- | :--- | | Doctoral | 14 | 0.74 | | Master's | 116 | 6.10 | | Bachelor's | 748 | 39.35 | | Associate's | 444 | 23.36 | | High School and Below | 579 | 30.45 | | Total | 1,901 | 100.00 | R&D Personnel Age Structure | Age Range | Number (persons) | Ratio (%) | | :--- | :--- | :--- | | Under 30 (excluding 30) | 599 | 31.51 | | 30 (inclusive) - 40 (excluding 40) | 771 | 40.56 | | 40 (inclusive) - 50 (excluding 50) | 384 | 20.20 | | 50 (inclusive) - 60 (excluding 60) | 130 | 6.84 | | 60 and above | 17 | 0.89 | | Total | 1,901 | 100.00 | [IV. Risk Factors](index=22&type=section&id=IV.%20Risk%20Factors) The company faces risks from new technology substitution, intellectual property leakage, R&D uncertainties, raw material price volatility, market competition, and changes in tax policies - Risk of new product technology substitution: If other new battery technologies achieve significant breakthroughs in the future and the company fails to respond to the market in a timely manner, it may adversely affect operating performance[71](index=71&type=chunk) - Risk of core technology leakage and loss of core personnel: Increased talent competition or insufficient protection measures may lead to core technology leakage or talent loss, affecting the company's product competitiveness and continuous innovation capabilities[72](index=72&type=chunk)[73](index=73&type=chunk) - R&D risk for new products and technologies: R&D involves large investments, long cycles, and uncertain outcomes, which may weaken the company's competitive advantage and lead to product homogenization[74](index=74&type=chunk) - Risk of significant fluctuations in raw material prices: Metal lead and lead products account for over **70%** of product costs, and short-term significant fluctuations in lead prices may have a substantial adverse impact on the company's operating performance[76](index=76&type=chunk) - Risk of intensified market competition: Intensified competition in the electric light vehicle power battery and lithium battery industries may lead to a decrease in the company's market share, a slowdown in operating performance growth, or even a decline[84](index=84&type=chunk) - Risk of changes in tax and tax preferential policies: Changes in high-tech enterprise income tax preferences, lead-acid battery consumption tax, and VAT additional deduction policies may increase the company's tax burden, thereby adversely affecting its performance[87](index=87&type=chunk)[88](index=88&type=chunk) [V. Main Operating Conditions During the Reporting Period](index=25&type=section&id=V.%20Main%20Operating%20Conditions%20During%20the%20Reporting%20Period) During the reporting period, the company experienced a decrease in revenue and total profit, significant changes in cash flows from operating, investing, and financing activities, and shifts in asset and liability structures [(一) Analysis of Main Business](index=25&type=section&id=(%E4%B8%80)%20Analysis%20of%20Main%20Business) Operating revenue decreased by 3.26%, total profit by 28.91%, with financial expenses increasing due to lower interest income and investment income declining from reduced futures gains Financial Statement Related Item Fluctuation Analysis | Item | Current Period (Yuan) | Prior Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 20,917,121,212.25 | 21,622,414,162.70 | -3.26 | | Total Profit | 1,061,914,077.33 | 1,493,845,498.30 | -28.91 | | Financial Expenses | 62,853,125.94 | -64,240,422.35 | Not Applicable | | Investment Income | 15,714,676.53 | 146,050,245.66 | -89.24 | | Fair Value Change Income | 0 | 25,246,500.00 | -100.00 | | Credit Impairment Loss | 12,464,733.96 | 36,430,215.73 | -65.78 | | Income Tax Expense | 172,667,304.50 | 288,659,824.77 | -40.18 | | Net Cash Flow from Operating Activities | 1,415,542,798.85 | 1,859,872,391.08 | -23.89 | | Net Cash Flow from Investing Activities | -2,621,959,517.37 | -1,198,793,238.64 | Not Applicable | | Net Cash Flow from Financing Activities | 1,211,612,937.59 | 98,187,842.39 | 1,133.97 | - The change in financial expenses is mainly due to a decrease in interest income caused by lower deposit interest rates in the current period[91](index=91&type=chunk) - The change in investment income is mainly due to a decrease in realized futures investment income in the current period[91](index=91&type=chunk) - The change in net cash flow from operating activities is mainly due to an increase in revenue from the complete vehicle market and a decrease in revenue from the replacement market in the first half of 2025, leading to a year-on-year decrease in cash received from sales of goods and provision of services[91](index=91&type=chunk) - The change in net cash flow from financing activities is mainly due to a decrease in various margin payments for opening bank acceptance bills in the current period[92](index=92&type=chunk) [(三) Analysis of Assets and Liabilities](index=27&type=section&id=(%E4%B8%89)%20Analysis%20of%20Assets%20and%20Liabilities) The company's trading financial assets and accounts receivable significantly increased, while contract liabilities and special reserves also grew Asset and Liability Status Changes | Item Name | Amount at End of Current Period (Yuan) | Ratio to Total Assets at End of Current Period (%) | Amount at End of Prior Year (Yuan) | Ratio to Total Assets at End of Prior Year (%) | Change from Prior Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 2,499,021,289.49 | 5.71 | 686,000,000.00 | 1.55 | 264.29 | Mainly due to increased purchases of bank wealth management products | | Accounts Receivable | 1,979,449,081.12 | 4.52 | 1,423,466,323.09 | 3.21 | 39.06 | Mainly due to increased revenue from major customers in the current period | | Other Receivables | 35,891,616.19 | 0.08 | 23,015,884.80 | 0.05 | 55.94 | Mainly due to increased prepaid expenses and deposits/guarantees | | Assets Held for Sale | 25,314,666.73 | 0.06 | 0 | 0 | 100.00 | Mainly due to the transfer of real estate in Heping Town Chengnan Industrial Park | | Contract Liabilities | 1,959,661,961.57 | 4.48 | 1,262,302,993.20 | 2.85 | 55.24 | Mainly due to increased advance receipts from distributors | | Special Reserves | 47,463,110.18 | 0.11 | 29,763,387.96 | 0.07 | 59.47 | Mainly due to reduced use of safety production fees accrued in the current period | - Overseas assets amounted to **292,214,640.54 Yuan**, accounting for **0.67%** of total assets[96](index=96&type=chunk) [(四) Analysis of Investment Status](index=29&type=section&id=(%E5%9B%9B)%20Analysis%20of%20Investment%20Status) The company's investment activities included significant purchases and redemptions of trading financial assets, a substantial decrease in overall investment, and engagement in commodity futures hedging Financial Assets Measured at Fair Value | Asset Category | Opening Balance (Yuan) | Amount Purchased This Period (Yuan) | Amount Sold/Redeemed This Period (Yuan) | Closing Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 686,000,000.00 | 11,064,026,498.08 | 9,251,005,208.59 | 2,499,021,289.49 | | Receivables Financing | 343,804,208.79 | 0 | 0 | 224,413,049.39 | | Other Equity Instrument Investments | 93,491,527.00 | 19,993,210.00 | 0 | 112,463,354.00 | | Other Non-Current Financial Assets | 2,000,000.00 | 0 | 0 | 2,000,000.00 | | Total | 1,125,295,735.79 | 11,084,019,708.08 | 9,251,005,208.59 | 2,837,897,692.88 | - The investment amount for the reporting period was **19,993,210.00 Yuan**, a decrease of **90.57%** compared to **212,000,000.00 Yuan** in the prior period[102](index=102&type=chunk) - The company conducts commodity futures hedging activities, with the total amount of futures contracts recognized in current profit or loss for the reporting period being **-16,178,221.42 Yuan**[103](index=103&type=chunk) - The company plans to moderately engage in foreign exchange hedging activities with banks and other financial institutions to reasonably mitigate foreign exchange market risks[103](index=103&type=chunk) [(六) Analysis of Major Holding and Participating Companies](index=33&type=section&id=(%E5%85%AD)%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) The company established several new subsidiaries during the reporting period, primarily engaged in energy storage technology services and battery sales, with no significant impact on overall operations Acquisition and Disposal of Subsidiaries During the Reporting Period | Company Name | Method of Acquisition and Disposal of Subsidiaries During the Reporting Period | Impact on Overall Production, Operations, and Performance | | :--- | :--- | :--- | | Zaozhuang Tianwang New Energy Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Haikou Huiyun Storage New Energy Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Dongfang Huiyun Storage New Energy Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Huzhou Tianrui New Energy Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Jinggu Tianxiang New Energy Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Huzhou Tianyang New Energy Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Huzhou Tianchu Green Energy New Energy Technology Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Huzhou Nanxun Futian New Energy Technology Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Huzhou Futian New Energy Technology Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | | Anji Tianyun Storage New Energy Technology Co., Ltd. | Newly established | No significant impact on the company's overall production, operations, and performance | - The newly added subsidiaries in this period are mainly engaged in energy storage technology services, contract energy management services, and battery sales[109](index=109&type=chunk) [Section IV Corporate Governance, Environment, and Society](index=35&type=section&id=Section%20IV%20Corporate%20Governance,%20Environment,%20and%20Society) This section details changes in the company's governance structure, profit distribution plans, environmental information disclosure, and rural revitalization efforts [I. Changes in Company Directors, Supervisors, Senior Management, and Core Technical Personnel](index=35&type=section&id=I.%20Changes%20in%20Company%20Directors,%20Supervisors,%20Senior%20Management,%20and%20Core%20Technical%20Personnel) The company completed board and supervisory board re-elections, appointed new senior management, and recognized a new core technical personnel Changes in Directors, Supervisors, Senior Management, and Core Technical Personnel | Name | Position Held | Change Type | | :--- | :--- | :--- | | Wu Changqi | Independent Director | Resigned | | Tong Chengsheng | Independent Director | Resigned | | Chen Min | Independent Director | Elected | | Dong Yueying | Independent Director | Elected | | Lou Zhukun | Independent Director | Elected | | He Guang | Core Technical Personnel | Resigned | | Zhang Haiyuan | Core Technical Personnel | Appointed | - The company's second board of directors' term expired, and new non-independent directors and independent directors were elected, and new general manager, deputy general managers, financial controller, and board secretary were appointed[112](index=112&type=chunk)[113](index=113&type=chunk) - Mr. Zhang Haiyuan was newly recognized as a core technical personnel of the company[113](index=113&type=chunk) [II. Profit Distribution or Capital Reserve Conversion Plan](index=35&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20Conversion%20Plan) No profit distribution or capital reserve conversion plan is applicable for this semi-annual report - The proposed profit distribution plan and capital reserve conversion plan for the semi-annual period are not applicable[115](index=115&type=chunk)[116](index=116&type=chunk) [IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=36&type=section&id=IV.%20Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) The company and 16 major subsidiaries are on the list of enterprises required to disclose environmental information by law, with query indexes provided for their reports - The company and **16** subsidiaries are included in the list of enterprises required to disclose environmental information by law[117](index=117&type=chunk) - Query indexes for environmental information disclosure reports are provided for **16** enterprises, including Zhejiang Tianneng Battery (Jiangsu) Co., Ltd., Tianneng Group Guizhou Energy Technology Co., Ltd., and Tianneng Group (Henan) Energy Technology Co., Ltd[117](index=117&type=chunk)[118](index=118&type=chunk) [V. Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work](index=37&type=section&id=V.%20Specific%20Progress%20in%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements,%20Rural%20Revitalization,%20and%20Other%20Work) The company's "Village-Enterprise Co-construction" model has successfully driven rural revitalization in Xinchuan Village, fostering industrial growth, improving living environments, and extending its impact to other regions - The company collaborated with Xinchuan Village to explore a "village-enterprise co-construction" model, forming the "Xinchuan Model" for rural revitalization characterized by thriving industries, livable environment, effective governance, and civilized rural customs[119](index=119&type=chunk) - Under the guidance of the "Thousand Villages Demonstration, Ten Thousand Villages Renovation" project, Xinchuan Village comprehensively promoted infrastructure construction and improvement of people's livelihoods, with cultural halls and rural revitalization case museums successively completed[119](index=119&type=chunk) - The company fully leveraged its leading role to guide local enterprises to integrate into the new energy industry chain, forming an industrial ecosystem centered on power batteries, and actively cultivating new business formats such as modern agriculture, homestay economy, and rural tourism[120](index=120&type=chunk) - The influence of the "Xinchuan Model" continues to expand, with Xinchuan Village engaging in joint construction with Taipan Village in Taijiang, Guizhou, and Xiaogang Village in Fengyang, Anhui, and the company's factories in Henan, Jiangsu, Anhui, Guizhou, and other regions also promoting the village-enterprise co-construction model[121](index=121&type=chunk) [Section V Important Matters](index=39&type=section&id=Section%20V%20Important%20Matters) This section covers the fulfillment of commitments, legal and regulatory matters, significant related party transactions, major contracts, and the progress of raised funds utilization [I. Fulfillment of Commitments](index=39&type=section&id=I.%20Fulfillment%20of%20Commitments) The company's actual controller, controlling shareholder, directors, supervisors, senior management, and core technical personnel have all strictly fulfilled their commitments - The company's actual controller, Zhang Tianren, committed that the share reduction price would not be lower than the offering price within two years after the lock-up period expires, and to comply with share transfer restrictions during his tenure[123](index=123&type=chunk) - The controlling shareholder, Tianneng Holding, and its concerted parties committed that the share reduction price would not be lower than the offering price within two years after the lock-up period expires, and to comply with relevant share reduction regulations[124](index=124&type=chunk) - The company, controlling shareholder, actual controller, and other directors, supervisors, and senior management committed that the prospectus contains no false records, misleading statements, or major omissions, and will bear corresponding legal liabilities[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - The company, actual controller, controlling shareholder, and Circulation Technology committed to resolve horizontal competition and not to engage in other trading businesses related to the company's main business[128](index=128&type=chunk)[129](index=129&type=chunk) - The controlling shareholder, actual controller, major shareholders, directors, supervisors, and senior management committed to minimize related party transactions with the company and its subsidiaries, and to regulate related party transaction behavior[131](index=131&type=chunk)[132](index=132&type=chunk) [VIII. Alleged Violations, Penalties, and Rectification of Listed Companies, Their Directors, Supervisors, Senior Management, Controlling Shareholders, and Actual Controllers](index=50&type=section&id=VIII.%20Alleged%20Violations,%20Penalties,%20and%20Rectification%20of%20Listed%20Companies,%20Their%20Directors,%20Supervisors,%20Senior%20Management,%20Controlling%20Shareholders,%20and%20Actual%20Controllers) A former independent director was publicly censured by the Shanghai Stock Exchange for violations at another company, which the company states is unrelated to his role at Tianneng - On February 13, 2025, the Shanghai Stock Exchange publicly censured Tong Chengsheng, then independent director, because during his tenure as an independent director of Jilin Huawel Electronics Co., Ltd., the company had violations such as failure to disclose non-operating fund occupation by controlling shareholders and their related parties, false records in temporary announcements, and major omissions[135](index=135&type=chunk) - The company stated that the aforementioned matter is unrelated to the company and Mr. Tong Chengsheng's role as an independent director of the company, and will not affect his ability to perform his duties[136](index=136&type=chunk) [X. Significant Related Party Transactions](index=50&type=section&id=X.%20Significant%20Related%20Party%20Transactions) The company engaged in significant daily related party transactions for procurement and sales, and a subsidiary undertook a financing lease for a photovoltaic power station project through a related party - The company's board of directors meeting held on March 27, 2025, reviewed and approved the "Proposal on Estimated Daily Related Party Transactions for 2025," which was subsequently approved by the annual general meeting on April 29, 2025[137](index=137&type=chunk) Procurement of Goods/Acceptance of Services | Related Party | Related Transaction Content | Current Period Amount (Yuan) | Approved Transaction Limit (Yuan) | Exceeded Limit | | :--- | :--- | :--- | :--- | :--- | | Circulation Technology | Recycled materials, alloys, alloy processing, lead ingots | 4,498,310,008.40 | 17,124,000,000.00 | No | | Wanyang Group | Lead ingots, sulfuric acid, etc. | 818,066,918.15 | 1,560,000,000.00 | No | | Changtong Technology | Battery casings, battery covers, plastic shells, separators | 162,851,933.24 | 760,000,000.00 | No | Sale of Goods/Provision of Services | Related Party | Related Transaction Content | Current Period Amount (Yuan) | | :--- | :--- | :--- | | Circulation Technology | Waste batteries | 749,935,771.25 | | Shanghai Leasing | Lithium batteries | 37,464,690.26 | | Tianneng New Materials | Waste batteries | 13,881,389.56 | - The company's subsidiary, Taijiang Zhongshun, is constructing the Tianneng Group Taijiang Base 7.5MW Rooftop Distributed Photovoltaic Power Station EPC Project through a financing lease with related party Shanghai Leasing[580](index=580&type=chunk) [XI. Significant Contracts and Their Performance](index=52&type=section&id=XI.%20Significant%20Contracts%20and%20Their%20Performance) The company primarily fulfilled major guarantee contracts for its subsidiaries, with total guarantees amounting to 9.71 billion Yuan, representing 59.39% of net assets [(二) Significant Guarantees Performed and Not Yet Performed During the Reporting Period](index=53&type=section&id=(%E4%BA%8C)%20Significant%20Guarantees%20Performed%20and%20Not%20Yet%20Performed%20During%20the%20Reporting%20Period) All significant guarantees during the reporting period were for subsidiaries, totaling 9.71 billion Yuan, and did not involve controlling shareholders or related parties - During the reporting period, all of the company's external guarantees were for subsidiaries, with no guarantees provided for controlling shareholders, actual controllers, or their related parties[145](index=145&type=chunk) - The total guarantee balance for subsidiaries at the end of the reporting period (B) was **9,711,861,132.70 Yuan**[145](index=145&type=chunk) - The total guarantee amount (A+B) was **9,711,861,132.70 Yuan**, accounting for **59.39%** of the company's net assets[145](index=145&type=chunk) - The amount of debt guarantees provided directly or indirectly for guaranteed parties with an asset-liability ratio exceeding **70%** (D) was **8,074,175,522.87 Yuan**[145](index=145&type=chunk) - The amount of guarantees exceeding **50%** of net assets (E) was **1,535,507,137.54 Yuan**[145](index=145&type=chunk) [XII. Explanation of Progress in Use of Raised Funds](index=56&type=section&id=XII.%20Explanation%20of%20Progress%20in%20Use%20of%20Raised%20Funds) The company utilized 3.55 billion Yuan of its 4.87 billion Yuan raised funds, terminating or scaling down several projects due to market changes and strategic adjustments [(一) Overall Use of Raised Funds](index=56&type=section&id=(%E4%B8%80)%20Overall%20Use%20of%20Raised%20Funds) The company has invested 3.55 billion Yuan, or 75.02% of its net raised funds of 4.73 billion Yuan, from its initial public offering Overall Use of Raised Funds | Source of Raised Funds | Date Funds Received | Total Raised Funds (million Yuan) | Net Raised Funds (million Yuan) | Total Committed Investment in Prospectus/Offering Document (million Yuan) | Total Over-Raised Funds (million Yuan) | Total Raised Funds Invested as of Reporting Period End (million Yuan) | Cumulative Investment Progress of Raised Funds as of Reporting Period End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | January 11, 2021 | 4,872.7140 | 4,729.7331 | 3,594.5548 | 1,135.1783 | 3,548.2864 | 75.02 | [(二) Details of Projects Funded by Raised Funds](index=57&type=section&id=(%E4%BA%8C)%20Details%20of%20Projects%20Funded%20by%20Raised%20Funds) Several raised fund projects were terminated or scaled down due to market changes and strategic adjustments, with one project's progress falling short of expectations - The company terminated the "Annual Production of 9.12 Million KVAh Lead-Acid Battery Technology and Equipment Upgrade Project" because its automation level and operational efficiency basically met operational management needs[152](index=152&type=chunk) - The company terminated the "High-Energy Power Lithium Battery Cell and PACK Project" due to the lower-than-expected downstream lithium battery electric two-wheeler market, leading the company to adjust its lithium battery strategic direction to focus on the energy storage sector[153](index=153&type=chunk) - The company terminated the original "Large-Capacity High-Reliability Start-Stop Battery Construction Project" due to changes in market environment and the company's strategic planning, and because existing production lines can flexibly produce these products[154](index=154&type=chunk) - The scale of raised funds used for the "Comprehensive Digital Support Platform Construction Project" was reduced because the company already possesses the capability to build most business scenario digital systems in-house and has strengthened the introduction of domestic comprehensive digital platforms[154](index=154&type=chunk) - The progress of the "Large Lithium Battery R&D Platform Construction" project is behind schedule, and the company will prudently evaluate whether to terminate it based on actual circumstances[155](index=155&type=chunk)[156](index=156&type=chunk) [(四) Other Circumstances Regarding the Use of Raised Funds During the Reporting Period](index=62&type=section&id=(%E5%9B%9B)%20Other%20Circumstances%20Regarding%20the%20Use%20of%20Raised%20Funds%20During%20the%20Reporting%20Period) The company extended the "Comprehensive Digital Support Platform Project," closed the "High-Performance Battery Phase II Project" with surplus funds allocated to working capital, and engaged in cash management with idle raised funds - The company extended the "Comprehensive Digital Support Platform Construction Project" until December 2026[162](index=162&type=chunk) - The company closed the "High-Performance Battery Phase II Project" and allocated the remaining raised funds of **12.1177 million Yuan** to permanently supplement working capital[163](index=163&type=chunk) - The company and its subsidiaries used temporarily idle raised funds, with a maximum balance not exceeding **700 million Yuan**, for cash management, investing in highly secure and liquid investment products[161](index=161&type=chunk)[164](index=164&type=chunk) [Section VI Changes in Shares and Shareholder Information](index=63&type=section&id=Section%20VI%20Changes%20in%20Shares%20and%20Shareholder%20Information) This section details the company's share capital changes and shareholder structure, including the total number of shareholders and the top ten shareholders [I. Changes in Share Capital](index=63&type=section&id=I.%20Changes%20in%20Share%20Capital) The company's total ordinary share capital and equity structure remained unchanged during the reporting period - During the reporting period, the company's total ordinary share capital and equity structure remained unchanged[166](index=166&type=chunk) [II. Shareholder Information](index=63&type=section&id=II.%20Shareholder%20Information) As of the reporting period end, the company had 19,502 ordinary shareholders, with Tianneng Holding Group Co., Ltd. as the largest shareholder with an 81.88% stake - As of the end of the reporting period, the total number of ordinary shareholders was **19,502**[167](index=167&type=chunk) Top Ten Shareholders' Shareholding | Shareholder Name (Full Name) | Shares Held at Period End | Ratio (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Tianneng Holding Group Co., Ltd. | 796,000,000 | 81.88 | Domestic Non-State-Owned Legal Person | | Changxing Honghao Equity Investment Partnership (Limited Partnership) | 9,140,000 | 0.94 | Other | | Changxing Yurong Equity Investment Partnership (Limited Partnership) | 8,460,000 | 0.87 | Other | | China Merchants Bank Co., Ltd. - Huaxia SSE STAR Market 50 ETF | 7,532,211 | 0.77 | Other | | Changxing Hongtai Equity Investment Partnership (Limited Partnership) | 6,590,000 | 0.68 | Other | | Changxing Yujia Investment Partnership (Limited Partnership) | 5,740,000 | 0.59 | Other | | Changxing Yufeng Equity Investment Partnership (Limited Partnership) | 5,640,000 | 0.58 | Other | | Industrial and Commercial Bank of China Co., Ltd. - E Fund SSE STAR Market 50 ETF | 5,633,580 | 0.58 | Other | | Changxing Yuhe Investment Partnership (Limited Partnership) | 5,630,000 | 0.58 | Other | | Three Gorges (Beijing) Private Equity Fund Management Co., Ltd. - Three Gorges Ruiyuan Innovation and Entrepreneurship Equity Investment Fund (Tianjin) Partnership (Limited Partnership) | 4,921,179 | 0.51 | Other | - Tianneng Investment is a concerted party of Tianneng Holding, both being wholly directly owned by Tianneng Hong Kong, and both are indirectly controlled by the actual controller[171](index=171&type=chunk) [Section VII Bond-Related Information](index=67&type=section&id=Section%20VII%20Bond-Related%20Information) This section states that information regarding company bonds, enterprise bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds is not applicable - Company bonds (including enterprise bonds) and non-financial enterprise debt financing instruments are not applicable[175](index=175&type=chunk) - Convertible corporate bonds are not applicable[175](index=175&type=chunk) [Section VIII Financial Report](index=68&type=section&id=Section%20VIII%20Financial%20Report) This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and notes to the financial statements [I. Audit Report](index=68&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) [II. Financial Statements](index=68&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 semi-annual period [Consolidated Balance Sheet](index=68&type=section&id=Consolidated%20Balance%20Sheet) The consolidated balance sheet presents the company's financial position, including assets, liabilities, and equity, as of June 30, 2025 Consolidated Balance Sheet Key Data | Item | June 30, 2025 (Yuan) | December 31, 2024 (Yuan) | | :--- | :--- | :--- | | Cash and Bank Balances | 16,503,787,763.54 | 18,724,974,584.04 | | Trading Financial Assets | 2,499,021,289.49 | 686,000,000.00 | | Accounts Receivable | 1,979,449,081.12 | 1,423,466,323.09 | | Inventories | 6,011,765,507.22 | 6,549,162,606.93 | | Fixed Assets | 10,411,218,803.37 | 10,181,962,290.94 | | Total Assets | 43,778,907,952.74 | 44,287,963,941.96 | | Short-Term Borrowings | 6,048,727,252.48 | 6,296,881,838.57 | | Notes Payable | 9,055,736,722.30 | 9,914,497,770.83 | | Contract Liabilities | 1,959,661,961.57 | 1,262,302,993.20 | | Total Liabilities | 27,118,137,225.82 | 28,061,911,033.37 | | Total Equity Attributable to Parent Company Owners | 16,352,707,990.32 | 15,889,109,096.95 | | Total Owners' Equity | 16,660,770,726.92 | 16,226,052,908.59 | [Consolidated Income Statement](index=72&type=section&id=Consolidated%20Income%20Statement) The consolidated income statement details the company's revenues, expenses, and net profit for the semi-annual period ending June 30, 2025 Consolidated Income Statement Key Data | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 20,917,121,212.25 | 21,622,414,162.70 | | Total Operating Costs | 20,271,513,431.80 | 20,774,294,294.85 | | Total Profit | 1,061,914,077.33 | 1,493,845,498.30 | | Net Profit | 889,246,772.83 | 1,205,185,673.53 | | Net Profit Attributable to Parent Company Shareholders | 868,644,736.31 | 1,194,186,508.27 | | Basic Earnings Per Share (Yuan/share) | 0.89 | 1.23 | [Consolidated Cash Flow Statement](index=76&type=section&id=Consolidated%20Cash%20Flow%20Statement) The consolidated cash flow statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the semi-annual period Consolidated Cash Flow Statement Key Data | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 1,415,542,798.85 | 1,859,872,391.08 | | Net Cash Flow from Investing Activities | -2,621,959,517.37 | -1,198,793,238.64 | | Net Cash Flow from Financing Activities | 1,211,612,937.59 | 98,187,842.39 | | Net Increase in Cash and Cash Equivalents | 267,406.71 | 756,554,362.53 | | Cash and Cash Equivalents at End of Period | 7,245,505,875.74 | 7,064,309,802.04 | [III. Company Basic Information](index=86&type=section&id=III.%20Company%20Basic%20Information) Tianneng Battery Group Co., Ltd. was registered on February 27, 2019, listed on January 18, 2021, with a registered capital of 972.1 million Yuan, focusing on battery R&D, production, and sales - Tianneng Battery Group Co., Ltd. was registered with the Huzhou Market Supervision Administration on February 27, 2019, and its shares were listed and traded on the Shanghai Stock Exchange on January 18, 2021[207](index=207&type=chunk) - The company's registered capital is **972.1 million Yuan**, and its total share capital is **972.1 million shares**[207](index=207&type=chunk) - The company's main business activities include R&D, production, and sales of high-performance batteries; R&D, production, and sales of lithium-ion batteries, fuel cells, and other energy storage and environmentally friendly batteries, as well as new electrode materials[208](index=208&type=chunk) - These financial statements and notes to the financial statements were approved for external release by the company's board of directors on August 28, 2025[208](index=208&type=chunk) [IV. Basis of Financial Statement Preparation](index=86&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) The financial statements are prepared on a going concern basis, adhering to PRC Accounting Standards for Business Enterprises and relevant CSRC disclosure rules - The company prepares its financial statements on a going concern basis, based on actual transactions and events, in accordance with the "Accounting Standards for Business Enterprises" promulgated by the Ministry of Finance and the disclosure requirements of the China Securities Regulatory Commission's "Informatio

天能电池集团股份有限公司 2025 年度"提质增效重回报"行动方案 半年度评估报告 1、基石业务——铅蓄电池，稳健前行 2025 年上半年，公司铅蓄电池业务围绕"营销创新、成本领先"两 条主线持续深耕：一方面，以全渠道融合为抓手，打通上下游资源，持 续深化构建线上线下无缝衔接的营销闭环，网络覆盖更广、终端渗透更 深；另一方面，以供应链升级为支点，强化运营与库存协同管控，运营 效率和库存周转双双提速。 2、成长业务——锂电业务，持续改善 报告期内，公司立足现有产能优势，积极整合上下游产业链资源， 持续深化细分市场布局。公司低速动力业务与储能业务同步实现量质双 升，不仅在规模扩张上取得突破性进展，更在技术迭代与运营效能上实 现显著优化。与此同时，特种动力、工业电池等细分赛道持续深耕，市 场增量空间加速释放，形成多业务场景齐头并进、全面开花的良好发展 态势。 按照上海证券交易所发布《关于开展沪市公司"提质增效重回报" 专项行动的倡议》（本报告简称"倡议"），天能电池集团股份有限公 司（以下简称"公司"）于 2025 年 3 月 28 日披露了《2025 年度"提质 增效重回报"行动方案》。根据倡议要求，上市公司应每 ...

证券代码：688819 证券简称：天能股份 公告编号：2025-040 天能电池集团股份有限公司 2025 年半年度募集资金存放与实际使用情况的专项报告 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、准确性和完整性依法承担法律责任。 根据《上市公司募集资金监管规则》《上海证券交易所科创板上市公 司自律监管指引第 1 号——规范运作》等有关法律法规的规定并结合天能 电池集团股份有限公司（以下简称"公司"或"天能股份"）实际情况， 公司董事会编制了《2025 年半年度募集资金存放与实际使用情况的专项报 告》。 具体内容如下： 一、募集资金基本情况 （一）募集资金金额和资金到账时间 根据中国证券监督管理委员会出具的《关于同意天能电池集团股份有 限公司首次公开发行股票注册的批复》（证监许可〔2020〕3173 号），同 意公司向社会公开发行人民币普通股（A 股）股票 11,660 万股，每股发行 价格为 41.79 元（人民币，下同），募集资金总额为 487,271.40 万元，扣 减发行费用后实际募集资金净额为 472,973.31 万元，实际到账金额为 47 ...

Group 1 - On August 27, Nanya New Materials executed a block trade of 52,000 shares, with a transaction value of 3.5714 million yuan, accounting for 0.39% of the total transaction value for the day [1] - The transaction price was 68.68 yuan, which remained unchanged compared to the market closing price of 68.68 yuan [1] - The buying brokerage was Guotai Junan Securities Co., Ltd., while the selling brokerage was Dongfang Securities Co., Ltd. [2]

天眼查商业履历信息显示，天能电池集团股份有限公司，成立于2003年，位于湖州市，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97210万人民币，实缴资本85550万人民 币。公司法定代表人为杨建芬。 通过天眼查大数据分析，天能电池集团股份有限公司共对外投资了38家企业，参与招投标项目126次， 知识产权方面有商标信息646条，专利信息1205条，此外企业还拥有行政许可23个。 来源：金融界 金融界消息 截至2025年8月25日收盘，天能股份（688819）报收于29.26元，上涨0.65%，换手率 0.62%，成交量6.07万手，成交金额1.78亿元。 资金流向方面，今日主力资金净流入1350.28万元，占比成交额7.58%。其中，超大单净流入639.08万 元、占成交额3.59%，大单净流入711.20万元、占成交额3.99%，中单净流出流出230.57万元、占成交额 1.29%，小单净流出1119.71万元、占成交额6.28%。 天能股份最新一期业绩显示，截至2025一季报，公司营业总收入102.39亿元、同比增长9.76%，归属净 利润4.20亿元，同比减少16.34%，扣非净 ...

Group 1 - Recently, Zhengzhou Airport Economic Zone Tianchu New Energy Co., Ltd. and Changzhi Energy Storage New Energy Technology Co., Ltd. were established, focusing on energy storage technology services, wind power generation technology services, and solar power generation technology services [1] - Both companies are indirectly wholly owned by Tianneng Co., Ltd. according to the equity penetration data from Qichacha [1]

Core Viewpoint - The company has successfully developed high-performance sodium-ion batteries aimed at the small power and energy storage markets, indicating a strong commitment to innovation and market readiness in the sodium battery sector [2]. Group 1: Product Development - The company has developed a sodium-ion battery with an energy density of 160Wh/kg, specifically designed for small power applications and energy storage [2]. - Additionally, the company has created its first sodium-ion energy storage cell with an energy density of 95Wh/kg, expanding its product matrix in the sodium-ion battery field [2]. Group 2: Market Positioning - The sodium battery industry is currently in a critical cultivation phase for industrialization, suggesting that the company is strategically positioned to capitalize on future market opportunities [2]. - The company believes that with its strong technical foundation and ongoing innovation capabilities, it will be able to seize market opportunities and achieve both technological breakthroughs and commercial value enhancement as the industry matures [2].

天能电池集团股份有限公司 2025 年第二次临时股东大会会议资料 天能电池集团股份有限公司 2025 年第二次临时股东大会会议资料 2025 年 8 月 天能电池集团股份有限公司 2025 年第二次临时股东大会会议资料 目 录 | 天能电池集团股份有限公司 | 2025 | 年第二次临时股东大会会议须知 1 | 天能电池集团股份有限公司 | 2025 | 年第二次临时股东大会会议议程 3 | | --- | --- | --- | --- | --- | --- | | 议案一：《关于注册发行公司债券的议案》 4 | | | | | | 天能电池集团股份有限公司 2025 年第二次临时股东大会会议资料 天能电池集团股份有限公司 2025 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证大会的 顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东 大会规则》以及《天能电池集团股份有限公司章程》《天能电池集团股份有限公司股东 大会议事规则》等相关规定，天能电池集团股份有限公司（以下简称"公司"或"本公 司"）特制定 2025 年第二次临时股东 ...