| 证券代码：002091 | 证券简称：江苏国泰 | 公告编号：2025-64 | | --- | --- | --- | | 转债代码：127040 | 转债简称：国泰转债 | | 江苏国泰国际集团股份有限公司 关于使用暂时闲置的公开发行可转换公司债券募集资金 进行现金管理的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 （一）中信证券股份有限公司信智衡盈系列【265】期收益凭证 1、名称：中信证券股份有限公司信智衡盈系列【265】期收益凭证 2、类型：浮动收益凭证（按约定还本付息） 3、风险等级：R1-低 4、金额：4,500.00万 江苏国泰国际集团股份有限公司（以下简称"公司"）于2024年9月11日召开 2024年第二次临时股东大会，审议通过《关于使用暂时闲置的公开发行可转换公 司债券募集资金进行现金管理的议案》，同意公司使用不超过人民币37亿元（含 本数）的暂时闲置的公开发行可转换公司债券募集资金（含收益）进行现金管理， 在上述额度内，资金可以在股东大会审议通过之日起12个月内滚动使用，期限内 任一时点的现金管理金额（含前述投资的收益进 ...

| 证券代码：002091 | 证券简称：江苏国泰 | 公告编号：2025-57 | | --- | --- | --- | | 转债代码：127040 | 转债简称：国泰转债 | | 江苏国泰国际集团股份有限公司 关于使用暂时闲置的公开发行可转换公司债券募集资金 进行现金管理的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 重要内容提示： 1、投资品种：公司的现金管理产品必须符合以下条件：①属于结构性存款、 大额存单等安全性高的产品，不得为非保本型；②流动性好，产品期限不超过十 二个月；③现金管理产品不得质押。 2、投资金额：公司（含子公司）拟使用不超过人民币 28 亿元（含 28 亿元） 暂时闲置公开发行可转换公司债券募集资金（含利息）进行现金管理，资金自股 东大会审议通过之日起 12 个月内滚动使用，期限内任一时点的现金管理金额（含 前述投资的收益进行再投资的相关金额）不超过审议额度，单个产品使用期限不 超过 12 个月。 3、特别风险提示：尽管公司投资的产品均属于安全性高、流动性好的投资 品种，但金融市场受宏观经济的影响较大，不排除该项投资受到市 ...

| 证券代码：002091 | 证券简称：江苏国泰 | 公告编号：2025-62 | | --- | --- | --- | | 转债代码：127040 | 转债简称：国泰转债 | | 江苏国泰国际集团股份有限公司 关于非公开发行可交换公司债券的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 江苏国泰国际集团股份有限公司（以下简称"公司"）于 2025 年 8 月 21 日召 开第九届董事会第二十一次会议，审议通过了《关于公司符合非公开发行可交换 公司债券条件的议案》、《关于非公开发行可交换公司债券方案的议案》以及《关 于提请股东大会授权董事会及董事会授权对象全权办理有关本次非公开发行可交 换公司债券相关事宜的议案》，为增强公司长期发展后劲，满足公司投资及日常经 营的资金需求、优化资本结构，在充分考虑公司的发展战略并结合公司实际的情 况下，公司管理层对融资环境、监管政策、公司未来经营发展规划、资金需求状 况等情况进行了谨慎、充分的分析论证，拟以非公开发行可交换公司债券（以下 简称 "可交债"）的方式募集资金，本次债券的发行尚需提交股东大会审议。具 体内容 ...

中信证券股份有限公司关于 江苏国泰国际集团股份有限公司 公司及其相关控股子公司对募集资金采取了专户存储，并与保荐机构、募 集资金专户开立银行签署了募集资金三方或多方监管协议。 募集资金扣除发行费用后的净额原计划用于以下项目： 单位：万元 1 使用暂时闲置的公开发行可转换公司债券募集资金 进行现金管理的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐机构"）作为江苏 国泰国际集团股份有限公司（以下简称"江苏国泰""公司""上市公司"）公 开发行可转换公司债券的保荐机构，根据合《上市公司募集资金监管规则》《证 券发行上市保荐业务管理办法》《深圳证券交易所股票上市规则》及《深圳证券 交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等相关法律法 规和规范性文件的要求，对江苏国泰拟使用暂时闲置的公开发行可转换公司债券 募集资金进行现金管理的事项进行了审慎尽职调查，具体核查情况如下： 一、本次募集资金的基本情况 经中国证券监督管理委员会证监许可〔2021〕1181 号文核准，公司于 2021 年 7 月 7 日公开发行了 4,557.4186 万张可转换公司债券（以下简称"可转 债"），每张面值 ...

Core Viewpoint - Jiangsu Guotai plans to invest in a high-end hotel project in Zhangjiagang in collaboration with Hilton to meet local demand for upscale accommodation and enhance the operational development of its subsidiary, Huasheng Industrial [1] Group 1: Company Overview - Jiangsu Guotai holds a 12.25% stake in Huasheng Industrial, which has a registered capital of 100 million yuan and focuses on industrial investment, wholesale retail, and hotel management [1] - The company intends to increase its investment in Huasheng Industrial by 300 million yuan, raising its stake to 36.56% after the capital increase [1] Group 2: Investment Details - The capital increase agreement was signed on August 21, 2025, with an investment price of 7.8290 yuan per registered capital unit [1] - Following the capital increase, Huasheng Industrial's registered capital will rise to approximately 138.32 million yuan [1] Group 3: Strategic Collaboration - The partnership with Hilton aims to leverage the brand's influence and service advantages to boost regional attractiveness [1] - This collaboration is expected to drive the operational growth of Huasheng Industrial [1]

格隆汇8月22日丨江苏国泰(002091.SZ)公布，第九届董事会第二十一次会议，会议审议通过了《关于使 用部分闲置自有资金设立子公司开展证券投资的议案》，同意公司及下属公司在充分保障日常经营性资 金需求、不影响正常经营活动的前提下使用不超过人民币18.306亿元（含本数，含已使用额度3.306亿 元，或投资时点等值外币，相关额度由公司及公司并表范围内子公司共享）的闲置自有资金开展证券投 资，其中公司子公司江苏国泰紫金科技发展有限公司（简称"紫金科技"）拟使用自有资金人民币15亿元 的设立子公司进行证券投资。 ...

Group 1 - Jiangsu Guotai (002091.SZ) announced the approval of a proposal for a non-public issuance of exchangeable corporate bonds to enhance long-term development and meet funding needs [1] - The total amount of the exchangeable bonds to be issued will not exceed RMB 2.5 billion [1] - The bonds will be exchangeable for shares of Jiangsu Ruitai New Material Co., Ltd. (stock code: SZ301238) [1] Group 2 - The management conducted a thorough analysis of the financing environment, regulatory policies, and future operational plans before making the decision [1] - The issuance of the bonds is subject to approval at the shareholders' meeting [1]

Core Viewpoint - Jiangsu Guotai (002091.SZ) announced the termination of its investment in a project to produce 400,000 tons of lithium-ion battery electrolyte, citing external conditions and industry changes as key reasons [1] Group 1: Project Termination - The project was never officially launched and is currently in discussions with the government regarding land matters [1] - Reasons for termination include changes in external conditions, industry environment, and intense market competition leading to difficulties in capacity absorption [1] Group 2: Impact on Company Operations - The company stated that the termination of this investment project will not have a significant adverse impact on its normal operations or current profits [1]

人民财讯8月22日电，江苏国泰（002091）8月22日晚间公告，公司及下属子公司拟使用不超过120亿元 闲置自有资金进行委托理财，用于购买安全性高、流动性好的中低风险理财产品，包括但不限于结构性 存款、收益凭证、大额存单、国债逆回购等。 ...

[Important Notice, Table of Contents, and Definitions](index=2&type=section&id=第一节%20重要提示、目录和释义) [Important Notice](index=2&type=section&id=重要提示) The Board, Supervisory Board, and senior management guarantee the semi-annual report's truthfulness and completeness, with no cash dividends or capital reserve conversions planned - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content and assume legal responsibility[4](index=4&type=chunk) - Company head Zhang Ziyan, chief accountant Zhang Wenming, and head of accounting department Zhang Aibing declare that the financial report in this semi-annual report is true, accurate, and complete[4](index=4&type=chunk) - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=目录) This section outlines the report's nine main chapters, covering key disclosures from company profile to financial statements and other submitted data [List of Reference Documents](index=4&type=section&id=备查文件目录) Reference documents include signed financial statements and originals of all company documents publicly disclosed on the CSRC-designated website - Reference documents include financial statements signed and sealed by the company's head, chief accountant, and head of accounting department[9](index=9&type=chunk) - Reference documents also include the originals of all company documents and announcements publicly disclosed on the CSRC-designated website during the reporting period[10](index=10&type=chunk) [Definitions](index=5&type=section&id=释义) This section defines key terms like company name, subsidiaries, currency, and reporting period, ensuring clear understanding of the report - "Company, the Company, Jiangsu Guotai" refers to Jiangsu Guotai International Group Co., Ltd[11](index=11&type=chunk) - "Reporting Period" refers to January 1, 2025, to June 30, 2025[11](index=11&type=chunk) [Company Profile and Key Financial Indicators](index=6&type=section&id=第二节%20公司简介和主要财务指标) [Company Profile](index=6&type=section&id=一、公司简介) Jiangsu Guotai International Group Co., Ltd., stock abbreviation "Jiangsu Guotai," stock code 002091, is listed on the Shenzhen Stock Exchange, with Zhang Ziyan as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Jiangsu Guotai | | Stock Code | 002091 | | Listed Stock Exchange | Shenzhen Stock Exchange | | Chinese Name | Jiangsu Guotai International Group Co., Ltd. | | Legal Representative | Zhang Ziyan | [Contact Persons and Information](index=6&type=section&id=二、联系人和联系方式) The company's Board Secretary is Zhang Jian, and Securities Affairs Representative is Xu Xiaoyan, both located at 31st Floor, Building 2, No. 15 Renmin Middle Road, Yangshe Town, Zhangjiagang City, Jiangsu Province, with identical phone/fax numbers and respective email addresses Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Zhang Jian | 31st Floor, Building 2, No. 15 Renmin Middle Road, Yangshe Town, Zhangjiagang City, Jiangsu Province | (0512)58988273 | (0512)58698298, 58988273 | zhangjian@gtig.com | | Securities Affairs Representative | Xu Xiaoyan | 31st Floor, Building 2, No. 15 Renmin Middle Road, Yangshe Town, Zhangjiagang City, Jiangsu Province | (0512)58988273 | (0512)58698298, 58988273 | xxy@gtig.com | [Other Information](index=6&type=section&id=三、其他情况) During the reporting period, there were no changes in the company's registered address, office address, website, email, information disclosure, and document storage locations; specific details can be found in the 2024 annual report - The company's registered address, office address and postal code, website, and email remained unchanged during the reporting period[16](index=16&type=chunk) - The stock exchange website and media name and URL for the company's semi-annual report disclosure, and the location for semi-annual report availability, remained unchanged during the reporting period[17](index=17&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=四、主要会计数据和财务指标) H1 2025 saw operating revenue grow **5.48%** to **18.6 billion yuan**, net profit **10.85%** to **545 million yuan**, and improved cash flow Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 18,597,306,294.65 | 17,630,363,126.33 | 5.48% | | Net Profit Attributable to Shareholders of Listed Company | 544,684,294.84 | 491,370,470.61 | 10.85% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | 523,864,442.15 | 513,342,643.02 | 2.05% | | Net Cash Flow from Operating Activities | -215,204,146.09 | -1,107,258,473.91 | 80.56% | | Basic Earnings Per Share (Yuan/Share) | 0.33 | 0.30 | 10.00% | | Diluted Earnings Per Share (Yuan/Share) | 0.29 | 0.27 | 7.41% | | Weighted Average Return on Net Assets | 3.43% | 3.17% | 0.26% | | **Period-End Indicators** | **Current Period-End (Yuan)** | **Prior Year-End (Yuan)** | **Change from Prior Year-End** | | Total Assets | 44,042,232,482.87 | 45,341,097,870.26 | -2.86% | | Net Assets Attributable to Shareholders of Listed Company | 15,738,586,200.44 | 15,682,980,207.87 | 0.35% | [Differences in Accounting Data Under Domestic and Overseas Accounting Standards](index=7&type=section&id=五、境内外会计准则下会计数据差异) No differences in net profit or net assets were reported between domestic and international accounting standards during the period - The company reported no differences in net profit and net assets between financial statements disclosed under International Accounting Standards and Chinese Accounting Standards during the reporting period[20](index=20&type=chunk) - The company reported no differences in net profit and net assets between financial statements disclosed under overseas accounting standards and Chinese Accounting Standards during the reporting period[21](index=21&type=chunk) [Non-Recurring Gains and Losses and Amounts](index=7&type=section&id=六、非经常性损益项目及金额) Total non-recurring gains and losses were **20.82 million yuan**, mainly from asset disposals, government grants, and fair value changes Non-Recurring Gains and Losses and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Disposal gains/losses of non-current assets | 22,641,967.34 | | Government subsidies included in current profit/loss (excluding those with continuous impact) | 15,748,819.46 | | Fair value changes and disposal gains/losses of financial assets and liabilities held by non-financial enterprises | 9,074,668.25 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 3,195,138.02 | | Other non-operating income and expenses apart from the above | 3,416,428.52 | | Less: Income tax impact | 13,412,849.11 | | Minority interest impact (after tax) | 19,844,319.79 | | Total | 20,819,852.69 | - The company has no other profit/loss items that meet the definition of non-recurring gains and losses, nor does it classify non-recurring gains and losses as recurring gains and losses[24](index=24&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=第三节%20管理层讨论与分析) [Principal Businesses Engaged by the Company During the Reporting Period](index=9&type=section&id=一、报告期内公司从事的主要业务) The company's supply chain and chemical new energy businesses achieved revenue growth of **5.48%** and net profit growth of **10.85%** despite market challenges Key Financial Performance for H1 2025 | Indicator | Amount (Yuan) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 18,597,306,294.65 | 5.48% | | Net Profit Attributable to Shareholders of Listed Company | 544,684,294.84 | 10.85% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | 523,864,442.15 | 2.05% | [Supply Chain Services](index=9&type=section&id=供应链服务) Supply chain services, focused on consumer goods trade, expanded globally, achieving **15.8 billion yuan** in textile/apparel revenue, up **7.93%** - The company's supply chain services primarily focus on consumer goods import and export trade, committed to providing one-stop value-added services across the entire supply chain[26](index=26&type=chunk) - The company actively explores emerging markets and establishes sourcing bases in key "Belt and Road" nodes such as Myanmar, Cambodia, Vietnam, Bangladesh, Egypt, Kenya, and Jordan, promoting a shift from "China supply chain integration" to "world supply chain integration"[28](index=28&type=chunk) Supply Chain Services Business Performance | Indicator | Amount/Ratio | YoY Growth | | :--- | :--- | :--- | | Textile and Apparel Operating Revenue | 15,800,608,800 Yuan | 7.93% | | Proportion of Operating Revenue | 84.96% | - | | Cumulative Import and Export Volume | 2.494 Billion USD | 5.5% | | Of which: Export Volume | 2.283 Billion USD | 7.8% | [Chemical New Energy Business](index=10&type=section&id=化工新能源业务) Chemical new energy, including electronic chemicals and organosilicon, faces market competition despite growth in new energy batteries and optical materials - The company's chemical new energy segment primarily engages in the research, development, production, and sales of electronic chemicals and organosilicon and other new chemical materials[29](index=29&type=chunk) - Global new energy vehicle sales increased by **31.8%** in January-June 2025, with China's new energy vehicle production and sales growing by **41.4%** and **40.3%** respectively[32](index=32&type=chunk) - In the lithium-ion battery electrolyte sector, China's electrolyte shipments reached **870,000 tons** in the first half of 2025, a **45%** year-on-year increase[32](index=32&type=chunk) - Lithium battery industry product prices are low, market competition is severe, and the industry is officially entering a deep adjustment phase from over-expansion[33](index=33&type=chunk) [(I) Industry Overview and Company Position](index=10&type=section&id=(一)%20公司所处行业情况及行业地位) Chemical new energy, driven by policy and demand, faces price competition; the company maintains leadership in battery chemicals and organosilicon - The company's chemical new energy segment primarily engages in the research, development, production, and sales of electronic chemicals and organosilicon and other new chemical materials, belonging to "C2662 Specialized Chemical Product Manufacturing" and strategic emerging industries[29](index=29&type=chunk) - In battery chemicals, domestic and international policies and regulations generally promote the continuous development of the new energy battery industry chain, such as the "Notice on Intensifying and Expanding the Implementation of Large-scale Equipment Renewal and Consumer Goods Trade-in Policies in 2025"[30](index=30&type=chunk) - The lithium-ion battery electrolyte market is highly competitive, with leading enterprises maintaining their advantages; the company's subsidiary Ruitaixin Materials has established long-term cooperative relationships with top battery manufacturers such as CATL and LG Energy Solution[36](index=36&type=chunk) - In organosilicon materials, the application fields of silane coupling agents are continuously expanding, and China is the world's largest producer, consumer, and exporter of functional silanes, but prices have been continuously declining since 2022[42](index=42&type=chunk)[43](index=43&type=chunk) [(II) Main Products, Uses, and Upstream/Downstream Industry Chains](index=16&type=section&id=(二)%20主要产品及用途、上下游产业链) Electronic chemicals include battery electrolytes, additives, supercapacitor electrolytes, and optical materials; organosilicon produces silane coupling agents - Lithium-ion battery electrolyte is one of the four main materials of lithium-ion batteries, determining battery energy density, power density, cycle life, and safety performance; product types include power battery electrolytes, energy storage battery electrolytes, and consumer battery electrolytes[45](index=45&type=chunk)[46](index=46&type=chunk) - Lithium-ion battery electrolyte additives are mainly lithium salt additives, such as lithium difluorophosphate (LiDFP) and lithium bis(trifluoromethanesulfonyl)imide (LiTFSI), with some products already applied in solid-state lithium-ion batteries and other new battery types, achieving mass shipments[46](index=46&type=chunk) - Supercapacitor electrolyte is a core material for supercapacitors, primarily applied in new energy vehicles, smart grids, and uninterruptible power supplies[47](index=47&type=chunk) - Organosilicon products are mainly silane coupling agents, used to improve the interface interaction between inorganic and organic materials and enhance the performance of composite materials; products include amino silanes, acyloxy silanes, epoxy silanes, etc[47](index=47&type=chunk) [(III) Main Business Models](index=18&type=section&id=(三)%20主要经营模式) Ruitaixin Materials employs make-to-order production, strategic procurement, direct sales, and a hybrid R&D model with strong academic partnerships - Ruitaixin Materials' procurement model includes procurement strategies, cost control, and supplier management, collaborating with well-known industry suppliers and continuously tracking the market[49](index=49&type=chunk) - The production model primarily adopts make-to-order, with production plans guided by customer orders and medium-to-long-term demand forecasts[49](index=49&type=chunk) - The sales model is primarily direct sales, expanding the market through customer certification, deep engagement, and providing recommended usage conditions, with a small portion of business developed through intermediaries[51](index=51&type=chunk)[52](index=52&type=chunk) - The R&D model is primarily independent R&D, supplemented by collaborative R&D, possessing an independent technology R&D center and establishing cooperative relationships with industry enterprises, universities, and research institutions[52](index=52&type=chunk) [(IV) Performance Drivers](index=19&type=section&id=(四)%20业绩驱动因素) Electronic chemicals are driven by green policies and market expansion; Ruitaixin leverages technology, customer loyalty, and optical material opportunities for growth - The electronic chemicals business benefits from the widespread adoption of green and low-carbon concepts, supportive policies and regulations, enhanced lithium-ion battery performance, and the continuous expansion of downstream new energy vehicle, energy storage, and consumer battery markets[53](index=53&type=chunk) - Ruitaixin Materials, as a leading high-quality lithium-ion battery material producer, possesses strong technological and scale advantages, understands the technical requirements of core customers, and provides effective products and solutions[53](index=53&type=chunk) - The organosilicon materials business benefits from the broad application of functional silanes in emerging fields such as new energy and high-end manufacturing, with demand expected to continue growing and the industry evolving towards high-end and environmentally friendly directions[55](index=55&type=chunk) [(V) Key Technical or Performance Indicators for Main Products or Businesses in Each Segment of the Lithium-Ion Battery Industry Chain](index=20&type=section&id=(五)%20锂离子电池产业链各环节主要产品或业务相关的关键技术或性能指标) The company's lithium-ion battery electrolytes and additives demonstrate superior performance and quality, meeting global customer demands - High-voltage NCM series electrolyte: cycle life at room temperature exceeds **3000 cycles** at 1C, at 45℃ exceeds **1500 cycles** at 1C, no battery swelling during long-term high-temperature storage, and excellent 4C fast-charging performance at room and high temperatures[55](index=55&type=chunk) - High-voltage LCO series electrolyte: cycle life at room temperature exceeds **1000 cycles** at 1C, at 45℃ exceeds **600 cycles** at 1C, and exceeds **600 cycles** at room temperature with 3C charge and 1C discharge[56](index=56&type=chunk) - Lithium iron phosphate system electrolyte: cycle life at room temperature exceeds **10000 cycles** at 1C, at 45℃ exceeds **3500 cycles** at 1C[56](index=56&type=chunk) - Lithium-ion battery electrolyte additives: Lithium salt additives such as LiTFSI, LiDFP, and LiDFOB maintain high levels of quality control and product consistency in technical indicators like purity, moisture, and impurity ions, and have achieved mass supply to mainstream electrolyte customers globally[57](index=57&type=chunk) [Analysis of Core Competitiveness](index=21&type=section&id=二、核心竞争力分析) Core competitiveness stems from integrated supply chain services and leading chemical new energy, driven by global networks, innovation, and strong customer ties [Supply Chain Services](index=21&type=section&id=一、供应链服务) Supply chain services leverage an integrated "trade, industry, technology" model, global networks, diversified sourcing, skilled talent, and robust risk management - The company, with trade as its leader, industry as its foundation, and innovation as its support, has built a diversified business structure with a marketing network spanning over **100 countries and regions** globally[59](index=59&type=chunk) - The company has established a diversified network of domestic and international sourcing bases through self-construction and cooperation, achieving global supply and procurement, effectively mitigating regional risks[60](index=60&type=chunk) - The company has assembled an experienced and highly skilled management and operations team, and continuously strengthens talent acquisition and development[61](index=61&type=chunk) - The company has established a full-process risk early warning mechanism and leverages policy guarantees and hedging tools like SINOSURE to effectively reduce international trade risks[61](index=61&type=chunk) [Chemical New Energy Business](index=22&type=section&id=二、化工新能源业务) Chemical new energy maintains industry leadership through Ruitaixin's R&D, **196 patents**, strong customer relationships, and expert technical teams - The company's controlling subsidiary Ruitaixin Materials holds a first-mover advantage and a high market position in the lithium-ion battery materials industry[62](index=62&type=chunk) - The company adheres to innovation-driven development, establishing a "New Energy and New Materials Joint R&D Center" with Shanghai Jiao Tong University; as of June 30, 2025, Ruitaixin Materials has obtained **196 invention patents** (including 2 international patents) and **15 utility model patents**[62](index=62&type=chunk) - Ruitaixin Materials has established close cooperative relationships with leading downstream lithium-ion battery enterprises such as CATL, LG Energy Solution, EVE Energy, and ATL[63](index=63&type=chunk) - Ruitaixin Materials' technical team consists of senior industry technical experts, possessing extensive knowledge of battery materials and organosilicon material manufacturing and process[65](index=65&type=chunk)[66](index=66&type=chunk) [Analysis of Principal Business](index=24&type=section&id=三、主营业务分析) H1 2025 operating revenue grew **5.48%** to **18.6 billion yuan**, driven by trade; financial expenses surged, and fixed assets increased significantly Year-on-Year Changes in Key Financial Data | Item | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 18,597,306,294.65 | 17,630,363,126.33 | 5.48% | - | | Net Profit Attributable to Shareholders of Listed Company | 544,684,294.84 | 491,370,470.61 | 10.85% | - | | Financial Expenses | 34,518,805.57 | -112,112,768.01 | 130.79% | Primarily due to reduced interest income and exchange gains in the reporting period | | Investment Income | 119,834,183.00 | 18,114,406.72 | 561.54% | Primarily due to increased income from wealth management products in the reporting period | | Net Cash Flow from Operating Activities | -215,204,146.09 | -1,107,258,473.91 | 80.56% | Primarily due to increased sales collection compared to the same period last year | | Fixed Assets | 5,163,255,678.84 | 3,713,840,882.28 | 39.03% | Primarily due to the completion and capitalization of large-scale infrastructure projects in the current period | | Construction in Progress | 754,023,594.77 | 2,163,334,703.64 | -65.15% | Primarily due to the completion and capitalization of large-scale infrastructure projects in the current period | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Amount (Yuan) | Proportion of Operating Revenue | Prior Year Period Amount (Yuan) | Prior Year Period Proportion of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **By Industry** | Trade | 17,590,707,848.79 | 94.59% | 16,523,684,846.95 | 93.72% | 6.46% | | | Chemical | 974,572,595.14 | 5.24% | 1,051,969,379.45 | 5.97% | -7.36% | | **By Product** | Export Trade of Textiles, Apparel, Toys, etc. | 15,066,033,125.07 | 81.01% | 13,702,368,823.27 | 77.72% | 9.95% | | | Import and Domestic Trade of Textiles, Apparel, Toys, etc. | 2,524,674,723.72 | 13.58% | 2,821,316,023.68 | 16.00% | -10.51% | | **By Region** | Domestic Sales | 3,202,808,318.92 | 17.22% | 3,702,977,902.38 | 21.00% | -13.51% | | | Overseas Sales | 15,394,497,975.73 | 82.78% | 13,927,385,223.95 | 79.00% | 10.53% | [Other Information Required by Disclosure Guidelines for Textile and Apparel Related Industries](index=26&type=section&id=四、纺织服装相关行业信息披露指引要求的其他信息) Textile and apparel focuses on OEM exports with overseas capacity; e-commerce is nascent, and the company manages inventory and proprietary brands - The company's textile and apparel products are primarily for OEM export trade, providing professional full-industry chain services[75](index=75&type=chunk) - The company's self-owned production capacity is complex and cannot be simply calculated, but there is overseas capacity and future plans for overseas capacity expansion[74](index=74&type=chunk) - The company has launched e-commerce operations, but the current business is in its initial expansion phase, with transaction amounts through third-party platforms being relatively small[77](index=77&type=chunk) - The company owns proprietary brands such as "Lulla by Sea," "NOESE," and "Lakewill," and collaborates with multiple international brands including CENTRIC and OVS[80](index=80&type=chunk) [Analysis of Non-Principal Business](index=29&type=section&id=五、非主营业务分析) Non-principal businesses impacted profit, with investment income and fair value changes contributing positively, offset by asset and credit impairment losses Impact of Non-Principal Business on Total Profit | Item | Amount (Yuan) | Proportion of Total Profit | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 119,834,183.00 | 9.75% | Primarily income from wealth management | No | | Fair Value Change Gains/Losses | 7,720,501.32 | 0.63% | Primarily fair value changes from derivative financial instruments | No | | Asset Impairment | -41,097,772.71 | -3.34% | Primarily inventory write-downs | No | | Credit Impairment Losses | -15,783,036.96 | -1.28% | Primarily impairment provisions for accounts receivable | No | [Analysis of Assets and Liabilities](index=29&type=section&id=六、资产及负债状况分析) Total assets decreased by **2.86%** to **44.04 billion yuan**; fixed assets increased, while short-term borrowings rose to optimize funding Significant Changes in Asset Composition | Item | Current Period-End (Yuan) | Proportion of Total Assets | Prior Year-End (Yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 12,570,819,350.56 | 28.54% | 14,729,827,889.92 | 32.49% | -3.95% | - | | Fixed Assets | 5,163,255,678.84 | 11.72% | 3,713,840,882.28 | 8.19% | 3.53% | Primarily due to the completion and capitalization of large-scale infrastructure projects in the current period | | Construction in Progress | 754,023,594.77 | 1.71% | 2,163,334,703.64 | 4.77% | -3.06% | Primarily due to the completion and capitalization of large-scale infrastructure projects in the current period | | Short-Term Borrowings | 3,486,250,810.87 | 7.92% | 784,173,697.31 | 1.73% | 6.19% | Primarily due to the company borrowing short-term loans to optimize interest rate structure and ensure fund reserves | | Non-Current Liabilities Due Within One Year | 175,072,008.37 | 0.40% | 1,151,861,426.13 | 2.54% | -2.14% | Primarily due to the company repaying long-term loans to optimize interest rate structure | | Long-Term Borrowings | 506,822,233.84 | 1.15% | 2,516,289,839.80 | 5.55% | -4.40% | Primarily due to the company repaying long-term loans to optimize interest rate structure | - The company holds various overseas assets in Hong Kong, Vietnam, Poland, the United States, Cambodia, Myanmar, Egypt, Bangladesh, the United Kingdom, France, Jordan, South Korea, Japan, Spain, and Singapore, with no significant impairment risks[86](index=86&type=chunk) Assets and Liabilities Measured at Fair Value | Item | Period-End Amount (Yuan) | | :--- | :--- | | Subtotal of Financial Assets | 9,845,810,432.76 | | Financial Liabilities | 170,180.00 | - As of the end of the reporting period, assets totaling **1.703 billion yuan**, including monetary funds, notes receivable, accounts receivable, receivables financing, fixed assets, construction in progress, and intangible assets, were restricted, primarily due to pledges and mortgages[89](index=89&type=chunk) [Analysis of Investment Status](index=31&type=section&id=七、投资状况分析) Total investment decreased by **34.76%** to **432 million yuan**; a major project was capitalized, and hedging generated **16.61 million yuan** profit Investment Amount During the Reporting Period | Indicator | Amount (Yuan) | | :--- | :--- | | Investment Amount During Reporting Period | 432,154,271.88 | | Investment Amount in Prior Year Period | 662,360,552.43 | | Change Rate | -34.76% | - There were no significant equity investments during the reporting period[91](index=91&type=chunk) - The Zigong Huarong 300,000-ton lithium-ion battery electrolyte and 2,000-ton solvent recycling project has been completed, with a cumulative actual investment of **392 million yuan**[91](index=91&type=chunk) - The company's forward foreign exchange settlement business for hedging purposes generated a profit of **16.6108 million yuan**, aimed at avoiding and preventing exchange rate fluctuation risks[96](index=96&type=chunk) - The private placement of new shares fundraising project has been fully concluded, with remaining raised funds of **3.2894 million yuan** permanently used to supplement working capital[106](index=106&type=chunk) - Some convertible bond fundraising projects were delayed or had their uses changed, such as the "Myanmar Textile Industrial Base Construction Project" being cautiously advanced due to the complex political situation in Myanmar, and the "Zhangjiagang Yarn R&D and Intelligent Manufacturing Project" and "Guotai Group Data Center Construction Project" being delayed until December 31, 2026[115](index=115&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - As of June 30, 2025, the balance in the company's convertible bond raised funds special settlement account was **204 million yuan**, and the outstanding balance of idle convertible bond raised funds used for cash management was **2.444 billion yuan**[114](index=114&type=chunk) [Significant Asset and Equity Sales](index=43&type=section&id=八、重大资产和股权出售) The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell significant assets during the reporting period[123](index=123&type=chunk) - The company did not sell significant equity during the reporting period[124](index=124&type=chunk) [Analysis of Major Holding and Participating Companies](index=43&type=section&id=九、主要控股参股公司分析) Major subsidiaries in foreign trade and new energy contributed significantly to revenue and profit; new subsidiary changes had no material impact Financial Data of Major Subsidiaries (H1 2025) | Company Name | Main Business | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Huasheng Industrial | Foreign Trade | 5,157,833,755.52 | 2,224,623,073.39 | 3,792,412,095.62 | 171,416,367.78 | | Guohua Industrial | Foreign Trade | 3,256,515,796.99 | 1,454,833,178.58 | 1,903,877,599.11 | 119,088,824.00 | | Hanbo Industrial | Foreign Trade | 3,786,167,906.63 | 1,685,742,280.95 | 2,609,006,457.12 | 148,297,791.91 | | Guotai Finance | Financial Services | 6,142,453,521.20 | 1,604,148,208.40 | - | 13,494,159.42 | | Ruitaixin Materials | Investment, development, R&D, and technical services for lithium-ion battery materials | 9,459,107,116.78 | 7,499,012,689.89 | 974,572,595.14 | 93,939,960.55 | - During the reporting period, the company established **12 new subsidiaries**, including Henan Hantai Garment Co., Ltd. and Hongda (Cambodia) Garment Co., Ltd., and deregistered **3 subsidiaries**, such as Studio 51 Garment Co., Ltd., but these changes had no significant impact on overall production, operations, or performance[126](index=126&type=chunk) [Information on Structured Entities Controlled by the Company](index=45&type=section&id=十、公司控制的结构化主体情况) Subsidiaries' asset management plans, investing in equity, were liquidated, yielding pre-tax profits of **19.82 million yuan** and **7.98 million yuan** - The company's subsidiaries, Zijin Technology and Guotai Investment, established CITIC Securities Zhixin No. 1 and No. 2 single asset management plans, investing primarily in equity assets through private placements[127](index=127&type=chunk) - The asset management plans were liquidated on June 9, 2025, with Zijin Technology and Guotai Investment receiving all investment principal and pre-tax profits of **19.8216 million yuan** and **7.9847 million yuan**, respectively[128](index=128&type=chunk) [Risks Faced by the Company and Countermeasures](index=45&type=section&id=十一、公司面临的风险和应对措施) The company faces eight major risks, including trade, price, and tech changes, addressed by diversification, R&D, and risk management - The company faces risks from tariff and import/export policies and changes in the international trade environment; overseas revenue accounts for **82.78%** of principal business revenue, and policy uncertainties may lead to a decline in overseas sales revenue and net profit[129](index=129&type=chunk) - Countermeasures include expanding into emerging markets, developing domestic markets, accelerating overseas production base construction, closely monitoring policy changes, strengthening product R&D and innovation, and building a comprehensive risk management system[130](index=130&type=chunk) - Raw material price fluctuation risk significantly impacts the chemical new energy business; the company addresses this by consolidating strategic cooperation with suppliers, improving procurement selection mechanisms, strengthening market research and optimizing production processes[131](index=131&type=chunk)[132](index=132&type=chunk) - Exchange rate fluctuation risk primarily arises from import and export trade settled mainly in USD; the company mitigates this by closely monitoring exchange rates, cultivating professional financial talent, utilizing financial instruments (e.g., forward foreign exchange settlement) and enhancing product competitiveness to avoid risks[135](index=135&type=chunk) - Technological route change risk may lead to market share erosion for lithium-ion batteries; Ruitaixin Materials addresses this by continuously increasing R&D investment and making technological reserves and mass sales in new battery materials such as solid-state batteries, lithium-sulfur batteries, and sodium-ion batteries[136](index=136&type=chunk)[137](index=137&type=chunk) - To mitigate the risk of significant performance decline in the chemical new energy sector, Ruitaixin Materials will enhance its competitive strength by stabilizing existing products, expanding product categories, optimizing technical services, global business expansion, scaled development, and technological innovation[142](index=142&type=chunk) [Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=49&type=section&id=十二、市值管理制度和估值提升计划的制定落实情况) The company implemented a Market Value Management System and a Valuation Enhancement Plan to protect investors and boost investment value - The company has formulated a "Market Value Management System" aimed at regulating market value management activities, protecting investors' legitimate rights and interests, and promoting the company's investment value[143](index=143&type=chunk) - The company has formulated a "Valuation Enhancement Plan" to address situations where the stock closing price has been below net assets per share for 12 consecutive months, thereby enhancing investor returns[143](index=143&type=chunk) [Implementation of "Dual Improvement in Quality and Returns" Action Plan](index=49&type=section&id=十三、"质量回报双提升"行动方案贯彻落实情况) During the reporting period, the company did not disclose any announcement regarding the "Dual Improvement in Quality and Returns" action plan - The company did not disclose any announcement regarding the "Dual Improvement in Quality and Returns" action plan[144](index=144&type=chunk) [Corporate Governance, Environment, and Society](index=50&type=section&id=第四节%20公司治理、环境和社会) [Changes in Company Directors, Supervisors, and Senior Management](index=50&type=section&id=一、公司董事、监事、高级管理人员变动情况) During the reporting period, there were no changes in the company's directors, supervisors, and senior management; specific details can be found in the 2024 annual report - There were no changes in the company's directors, supervisors, and senior management during the reporting period[146](index=146&type=chunk) [Profit Distribution and Capital Reserve Conversion to Share Capital in This Reporting Period](index=50&type=section&id=二、本报告期利润分配及资本公积金转增股本情况) The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital for the semi-annual period[147](index=147&type=chunk) [Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=50&type=section&id=三、公司股权激励计划、员工持股计划或其他员工激励措施的实施情况) During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor any implementation thereof - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor any implementation thereof, during the reporting period[148](index=148&type=chunk) [Environmental Information Disclosure](index=50&type=section&id=四、环境信息披露情况) The company and its key subsidiaries, listed for environmental disclosure, reported no environmental accidents during the period - The company and its major subsidiaries, Zhangjiagang Guotai Huarong Chemical New Materials Co., Ltd. and Ningde Guotai Huarong New Materials Co., Ltd., are included in the list of enterprises required to disclose environmental information by law[149](index=149&type=chunk) - During the reporting period, the listed company experienced no environmental accidents[149](index=149&type=chunk) [Social Responsibility](index=50&type=section&id=五、社会责任情况) The company actively fulfills social responsibilities, protecting investors, employees, and the environment, and engaging in public welfare initiatives - The company operates legally and standardizes corporate governance, with meeting convening, holding, and voting procedures strictly adhering to laws and regulations during the reporting period[150](index=150&type=chunk) - The company strictly discloses information in accordance with laws and regulations, adhering to the principles of "truthfulness, accuracy, completeness, timeliness, and fairness" to ensure investors' right to know[151](index=151&type=chunk) - The company values shareholder returns, having formulated the "Shareholder Dividend Return Plan for the Next Three Years (2025-2027)" and implemented cash dividends for **19 consecutive years** since its listing in 2006[152](index=152&type=chunk) - The company adheres to the concept of sustainable development, values and advocates green environmental protection, diligently implements national requirements for energy conservation and environmental protection, and actively promotes "green production"[155](index=155&type=chunk) - In March 2023, the company signed a "Donation Agreement" with Shanghai Jiao Tong University's School of Chemistry and Chemical Engineering and the Shanghai Jiao Tong University Education Development Foundation, agreeing to donate **2 million yuan** annually for five years, totaling **10 million yuan**, to support joint R&D and talent cultivation in new energy and new materials[156](index=156&type=chunk) [Significant Matters](index=55&type=section&id=第五节%20重要事项) [Commitments Fulfilled During the Reporting Period and Overdue Unfulfilled Commitments by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and the Company as of the End of the Reporting Period](index=55&type=section&id=一、公司实际控制人、股东、关联方、收购人以及公司等承诺相关方在报告期内履行完毕及截至报告期末超期未履行完毕的承诺事项) No commitments by the company, its controller, or related parties were fulfilled or overdue during the reporting period - During the reporting period, there were no commitments by the company's actual controller, shareholders, related parties, acquirers, or the company that were fulfilled or overdue and unfulfilled as of the end of the reporting period[159](index=159&type=chunk) [Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties of the Listed Company](index=55&type=section&id=二、控股股东及其他关联方对上市公司的非经营性占用资金情况) During the reporting period, there was no non-operating fund occupation by the controlling shareholder or other related parties of the listed company - During the reporting period, there was no non-operating fund occupation by the controlling shareholder or other related parties of the listed company[160](index=160&type=chunk) [Irregular External Guarantees](index=55&type=section&id=三、违规对外担保情况) During the reporting period, there were no irregular external guarantees by the company - The company had no irregular external guarantees during the reporting period[161](index=161&type=chunk) [Appointment and Dismissal of Accounting Firms](index=55&type=section&id=四、聘任、解聘会计师事务所情况) The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[162](index=162&type=chunk) [Explanation by the Board of Directors and Supervisory Board on the Accounting Firm's "Non-Standard Audit Report" for This Reporting Period](index=55&type=section&id=五、董事会、监事会对会计师事务所本报告期"非标准审计报告"的说明) The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[163](index=163&type=chunk) [Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year](index=55&type=section&id=六、董事会对上年度"非标准审计报告"相关情况的说明) The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[163](index=163&type=chunk) [Bankruptcy and Reorganization Matters](index=55&type=section&id=七、破产重整相关事项) The company did not experience any bankruptcy or reorganization matters during the reporting period - The company did not experience any bankruptcy or reorganization matters during the reporting period[163](index=163&type=chunk) [Litigation Matters](index=55&type=section&id=八、诉讼事项) The company had no major litigation; minor cases as plaintiff (**51.74 million yuan**) and defendant (**13.66 million yuan**) had no significant impact - The company had no significant litigation or arbitration matters during this reporting period[164](index=164&type=chunk) Summary of Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (10,000 Yuan) | Litigation (Arbitration) Progress | Outcome and Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | | Summary of other litigations not meeting the threshold for significant litigation disclosure (Company as plaintiff) | 5,173.88 | As of the end of the reporting period, **51.1229 million yuan** have been concluded; **615,900 yuan** remain unconcluded | No significant impact on the company | | Summary of other litigations not meeting the threshold for significant litigation disclosure (Company as defendant) | 1,365.82 | As of the end of the reporting period, **3.4914 million yuan** have been concluded or settled; **10.1664 million yuan** remain unconcluded | No significant impact on the company | [Penalties and Rectification](index=56&type=section&id=九、处罚及整改情况) The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[166](index=166&type=chunk) [Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=56&type=section&id=十、公司及其控股股东、实际控制人的诚信状况) The company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled judgments or overdue debts - During the reporting period, the company, its controlling shareholder, and actual controller had no unfulfilled effective court judgments or large overdue debts[167](index=167&type=chunk) [Significant Related Party Transactions](index=56&type=section&id=十一、重大关联交易) No significant related party transactions occurred, though the finance company had deposit business with related parties - The company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, or related party creditor-debtor relationships during the reporting period[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - The company's finance company, which has related party relationships, had no deposit, loan, credit line, or other financial business with related parties[172](index=172&type=chunk) Deposit Business Transactions Between the Company's Controlled Finance Company and Related Parties | Related Party | Related Relationship | Beginning Balance (10,000 Yuan) | Total Deposits This Period (10,000 Yuan) | Total Withdrawals This Period (10,000 Yuan) | Ending Balance (10,000 Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangsu Guotai Huatai Industrial Co., Ltd. | Associate | 8,104.85 | 86,080.36 | 90,052.81 | 4,132.4 | | Jiangsu Niulan Trading Co., Ltd. | Subsidiary of Associate | 44.28 | 4,172.39 | 4,176.39 | 40.28 | | Suzhou Haisheng Tools Co., Ltd. | Subsidiary of Associate | 100.35 | 80.47 | 114.19 | 66.63 | [Significant Contracts and Their Performance](index=57&type=section&id=十二、重大合同及其履行情况) No major contracts, guarantees, or leasing; wealth management had **967 million yuan** outstanding with no overdue amounts - The company had no entrustment, contracting, or leasing situations during the reporting period[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - The company had no significant guarantees during the reporting period[179](index=179&type=chunk) Wealth Management Status | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management Transactions (10,000 Yuan) | Outstanding Balance (10,000 Yuan) | Overdue Unrecovered Amount (10,000 Yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 349,300 | 231,000 | 0 | | Bank Wealth Management Products | Raised Funds | 8,026 | 0 | 0 | | Bank Wealth Management Products | Raised Funds | 229,300 | 94,000 | 0 | | Brokerage Wealth Management Products | Own Funds | 518,093 | 491,373 | 0 | | Brokerage Wealth Management Products | Raised Funds | 240,084 | 150,370 | 0 | | Total | - | 1,344,803 | 966,743 | 0 | - The company had no other significant contracts during the reporting period[182](index=182&type=chunk) [Explanation of Other Significant Matters](index=58&type=section&id=十三、其他重大事项的说明) Convertible bonds decreased by **570.43 million yuan** due to conversion; credit ratings remained AA+; new energy funds were co-invested - As of June 30, 2025, the company's convertible bond decreased by **570,426,100.00 yuan** due to conversion, with **64,095,552 shares** converted, leaving an outstanding balance of **3,986,992,500.00 yuan**[183](index=183&type=chunk) - The company's long-term credit rating and "Guotai Convertible Bond" credit rating both remained AA+, with a stable outlook[184](index=184&type=chunk) - The company, along with Changzhou Wujin District Industrial Investment Fund Partnership (Limited Partnership) and others, co-invested to establish Changzhou Wujin District Guotai Jinshi New Energy Industry Fund Partnership (Limited Partnership), with a total fundraising scale of **1 billion yuan**, and the company has actually contributed **345 million yuan**[184](index=184&type=chunk)[185](index=185&type=chunk) - The company's subsidiary Ruitaixin Materials, along with China Ping An Life Insurance Co., Ltd. and others, co-invested to establish Shanghai Pingrui Anxi Private Equity Investment Fund Partnership (Limited Partnership), with a total subscribed capital of no less than **715 million yuan**, of which Ruitaixin Materials subscribed **500 million yuan** and has actually contributed **7 million yuan**[185](index=185&type=chunk) - Shengtai Investment, a shareholder holding over **5%** of the company, has completed its share increase plan, cumulatively increasing its holdings by **10,546,874 shares**, accounting for **0.65%** of the total share capital, with a total increase amount of **77.7696 million yuan**[188](index=188&type=chunk) [Significant Matters of Company Subsidiaries](index=60&type=section&id=十四、公司子公司重大事项) The company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period[189](index=189&type=chunk) [Share Changes and Shareholder Information](index=61&type=section&id=第六节%20股份变动及股东情况) [Share Change Status](index=61&type=section&id=一、股份变动情况) Restricted shares decreased by **1.82 million**, unrestricted increased by **1.83 million**, and total share capital rose by **6,772** due to bond conversion Share Change Status | Share Type | Quantity Before Change (Shares) | Proportion Before Change | Increase/Decrease in This Change (Shares) | Quantity After Change (Shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 32,201,246 | 1.98% | -1,820,521 | 30,380,725 | 1.87% | | II. Unrestricted Shares | 1,595,424,132 | 98.02% | 1,827,293 | 1,597,251,425 | 98.13% | | III. Total Shares | 1,627,625,378 | 100.00% | 6,772 | 1,627,632,150 | 100.00% | - The decrease in restricted shares was primarily due to the release of some shares held by the company's former Supervisory Board Chairman Mr. Tang Zhufa, in accordance with relevant regulations, after six months of his departure[192](index=192&type=chunk) - The company's total share capital increased by **6,772 shares** due to the conversion of "Guotai Convertible Bond"[193](index=193&type=chunk) - For this reporting period, basic earnings per share were **0.33 yuan/share**, diluted earnings per share were **0.29 yuan/share**, and net assets per share attributable to ordinary shareholders were **9.67 yuan**[194](index=194&type=chunk) [Securities Issuance and Listing](index=62&type=section&id=二、证券发行与上市情况) The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[196](index=196&type=chunk) [Number of Shareholders and Shareholding Status](index=62&type=section&id=三、公司股东数量及持股情况) The company had **53,147** shareholders; controlling shareholder held **31.99%**, and a top-ten shareholder increased holdings - The total number of ordinary shareholders at the end of the reporting period was **53,147**[197](index=197&type=chunk) Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (Shares) | Change During Reporting Period | Number of Unrestricted Shares Held (Shares) | Pledge, Mark, or Freeze Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangsu Guotai International Trade Co., Ltd. | State-owned Legal Person | 31.99% | 520,634,425 | No change | 520,634,425 | Pledged 88,030,000 shares | | Zhangjiagang Free Trade Zone Shengtai Investment Co., Ltd. | Domestic Non-State-owned Legal Person | 8.11% | 131,952,478 | Total increase of 10,546,874 shares | 131,952,478 | Pledged 23,620,000 shares | | Lian'an Life Insurance Co., Ltd. - Own Funds | Other | 1.78% | 28,979,957 | Total increase of 25,979,957 shares | 28,979,957 | Not applicable | - Jiangsu Guotai International Trade Co., Ltd. is the actual controller of the company[198](index=198&type=chunk) [Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=64&type=section&id=四、董事、监事和高级管理人员持股变动) The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period; specific details can be found in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period[200](index=200&type=chunk) [Changes in Controlling Shareholder or Actual Controller](index=64&type=section&id=五、控股股东或实际控制人变更情况) The company's controlling shareholder or actual controller did not change during the reporting period - The company's controlling shareholder did not change during the reporting period[201](index=201&type=chunk) - The company's actual controller did not change during the reporting period[201](index=201&type=chunk) [Preferred Share Information](index=64&type=section&id=六、优先股相关情况) The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[202](index=202&type=chunk) [Bond-Related Information](index=65&type=section&id=第七节%20债券相关情况) [Corporate Bonds](index=65&type=section&id=一、企业债券) The company had no corporate bonds during the reporting period - The company had no corporate bonds during the reporting period[204](index=204&type=chunk) [Company Bonds](index=65&type=section&id=二、公司债券) The company had no company bonds during the reporting period - The company had no company bonds during the reporting period[205](index=205&type=chunk) [Debt Financing Instruments for Non-Financial Enterprises](index=65&type=section&id=三、非金融企业债务融资工具) The company had no debt financing instruments for non-financial enterprises during the reporting period - The company had no debt financing instruments for non-financial enterprises during the reporting period[206](index=206&type=chunk) [Convertible Corporate Bonds](index=65&type=section&id=四、可转换公司债券) "Guotai Convertible Bond" totaling **4.557 billion yuan** was issued; **64.1 million shares** converted, with **3.987 billion yuan** outstanding; credit rating AA+ - The company publicly issued **45,574,186** convertible corporate bonds on July 7, 2021, with a total issuance amount of **4,557.4186 million yuan** and a 6-year term[207](index=207&type=chunk) - As of the end of the reporting period, there were **15,731** convertible bondholders, with controlling shareholder Jiangsu Guotai International Trade Co., Ltd. holding **15,175,452 bonds**, accounting for **38.06%**[208](index=208&type=chunk)[209](index=209&type=chunk) Convertible Bond Changes During the Reporting Period | Convertible Corporate Bond Name | Amount Before Change (Yuan) | Increase/Decrease in This Change (Yuan) | Amount After Change (Yuan) | | :--- | :--- | :--- | :--- | | Guotai Convertible Bond | 3,987,047,500.00 | -55,000.00 | 3,986,992,500.00 | - As of the end of the reporting period, the cumulative number of converted shares was **64,095,552 shares**, accounting for **4.10%** of the company's total issued shares before the conversion start date[212](index=212&type=chunk) - The conversion price has been adjusted multiple times, with the latest conversion price being **7.82 yuan/share** as of June 19, 2025[213](index=213&type=chunk) - As of June 30, 2025, the company's consolidated asset-liability ratio was **49.11%**, and its long-term credit rating was AA+, indicating strong solvency[214](index=214&type=chunk)[216](index=216&type=chunk) [Consolidated Statement Scope Loss Exceeding 10% of Net Assets at Prior Year-End During the Reporting Period](index=67&type=section&id=五、报告期内合并报表范围亏损超过上年末净资产%2010%) During the reporting period, the company's consolidated statement scope did not incur losses exceeding **10%** of net assets at the prior year-end - During the reporting period, the company's consolidated statement scope did not incur losses exceeding **10%** of net assets at the prior year-end[215](index=215&type=chunk) [Key Accounting Data and Financial Indicators for the Company's Last Two Years as of the End of the Reporting Period](index=67&type=section&id=六、截至报告期末公司近两年的主要会计数据和财务指标) As of June 30, 2025, solvency improved with a **2.30%** decrease in asset-liability ratio and increased interest coverage Key Accounting Data and Financial Indicators for the Last Two Years | Item | Current Period-End/Current Period | Prior Year-End/Prior Year Period | Change | | :--- | :--- | :--- | :--- | | Current Ratio | 2.0752 | 2.1990 | -5.63% | | Asset-Liability Ratio | 49.11% | 51.41% | -2.30% | | Quick Ratio | 1.86 | 1.96 | -5.10% | | Net Profit After Deducting Non-Recurring Gains/Losses (10,000 Yuan) | 52,386.44 | 51,334.26 | 2.05% | | Interest Coverage Ratio | 10.21 | 8.25 | 23.76% | | Cash Interest Coverage Ratio | 4.52 | -6.04 | 174.83% | | EBITDA Interest Coverage Ratio | 12.55 | 9.97 | 25.88% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | [Financial Report](index=68&type=section&id=第八节%20财务报告) [Audit Report](index=68&type=section&id=一、审计报告) The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[218](index=218&type=chunk) [Financial Statements](index=68&type=section&id=二、财务报表) Consolidated financial statements for H1 2025 show **44.04 billion yuan** in assets, **18.6 billion yuan** revenue, and negative cash flows from operations, investing, and financing Consolidated Balance Sheet Summary as of June 30, 2025 | Item | Period-End Balance (Yuan) | Period-Beginning Balance (Yuan) | | :--- | :--- | :--- | | Total Assets | 44,042,232,482.87 | 45,341,097,870.26 | | Total Liabilities | 21,628,062,256.17 | 23,309,953,541.20 | | Total Owners' Equity Attributable to Parent Company | 15,738,586,200.44 | 15,682,980,207.87 | | Minority Interests | 6,675,584,026.26 | 6,348,164,121.19 | | Total Owners' Equity | 22,414,170,226.70 | 22,031,144,329.06 | Consolidated Income Statement Summary for H1 2025 | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 18,625,062,643.46 | 17,661,390,829.01 | | Net Profit | 918,750,344.08 | 825,487,319.35 | | Net Profit Attributable to Parent Company Shareholders | 544,684,294.84 | 491,370,470.61 | | Minority Interest Income | 374,066,049.24 | 334,116,848.74 | Consolidated Cash Flow Statement Summary for H1 2025 | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -215,204,146.09 | -1,107,258,473.91 | | Net Cash Flow from Investing Activities | -1,782,797,862.73 | 1,731,501,439.28 | | Net Cash Flow from Financing Activities | -755,005,750.64 | -384,324,287.42 | | Net Increase in Cash and Cash Equivalents | -2,723,100,413.79 | 303,455,503.24 | [Company Basic Information](index=89&type=section&id=三、公司基本情况) Listed in 2006, the company has **1.63 billion shares** and a broad business scope including trade and new energy materials - Jiangsu Guotai International Group Co., Ltd. was listed on the Shenzhen Stock Exchange on December 8, 2006[259](index=259&type=chunk) - As of June 30, 2025, the company's cumulative issued share capital totaled **1,627,632,150.00 shares**, with a registered capital of **1,627.610908 million yuan**[259](index=259&type=chunk) - The company's business scope includes domestic trade, import and export of various goods and technologies, production, processing, and online sales of clothing, footwear, accessories, daily necessities, textiles, and leather products[260](index=260&type=chunk) - Major subsidiaries are primarily engaged in the import and export trade of textiles and apparel, lithium-ion battery electrolytes, and the production and sales of clothing and toys[260](index=260&type=chunk) [Basis of Financial Statement Preparation](index=89&type=section&id=四、财务报表的编制基础) Financial statements are prepared on a going concern basis, adhering to "Accounting Standards for Business Enterprises" and CSRC disclosure rules - These financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and relevant regulations[261](index=261&type=chunk) - These statements are prepared on a going concern basis[262](index=262&type=chunk) [Significant Accounting Policies and Estimates](index=89&type=section&id=五、重要会计政策及会计估计) This section details significant accounting policies and estimates, covering financial instruments, assets, liabilities, revenue, and taxes, with no changes this period - The company complies with enterprise accounting standards, accurately and completely reflecting its financial position, operating results, and cash flows[264](index=264&type=chunk) - Financial instruments are classified based on business model and contractual cash flow characteristics as financial assets measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss[277](index=277&type=chunk) - Fixed asset depreciation is calculated using the straight-line method, with depreciation periods of **20-30 years** for buildings and structures, and **10 years** for machinery and equipment[303](index=303&type=chunk) - Revenue is recognized when performance obligations are satisfied, i.e., when the customer obtains control of the related goods or services, and is recognized based on the progress or point in time of performance[324](index=324&type=chunk)[326](index=326&type=chunk) - The company does not recognize right-of-use assets and lease liabilities for short-term leases and leases of low-value assets; related lease payments are recognized as current profit or loss or asset costs on a straight-line basis[337](index=337&type=chunk) - There were no significant changes in accounting policies or significant changes in accounting estimates during the reporting period[347](index=347&type=chunk) [Taxes](index=110&type=section&id=六、税项) Main tax types and rates are listed, with the company and subsidiaries benefiting from high-tech, advanced manufacturing, and overseas tax incentives Main Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Sales of goods and taxable services, calculated as output tax minus input tax | 6%, 13% | | Urban Maintenance and Construction Tax | Actual VAT paid | 5%, 7% | | Corporate Income Tax | Taxable income | 25% | - Subsidiaries Huarong Chemical and Chaowei New Materials are recognized as high-tech enterprises and enjoyed a reduced corporate income tax rate of **15%** from January to June 2025[350](index=350&type=chunk) - Huarong Chemical and Chaowei New Materials are eligible for a **5%** VAT super deduction for advanced manufacturing enterprises in accordance with regulations[351](index=351&type=chunk) - Myanmar subsidiaries (e.g., Myanmar Fuhua Garment Co., Ltd.) enjoy a **5-year** income tax exemption starting from the first year of economic operation[351](index=351&type=chunk) - Cambodian subsidiaries (e.g., Shengbo (Cambodia) Garment Co., Ltd.) enjoy a **3-year** tax exemption from the year they achieve profitability during the start-up period, followed by relevant tax incentives for six years[352](index=352&type=chunk) - Vietnamese subsidiaries (e.g., Wansheng International Co., Ltd.) enjoy a **2-year** tax exemption from the first year of taxable income, followed by a **50%** reduction in taxable income for the next four years[353](index=353&type=chunk) [Notes to Consolidated Financial Statement Items](index=114&type=section&id=七、合并财务报表项目注释) Consolidated financial statement notes detail asset and liability balances, cash flow changes, and foreign currency exposure, particularly to USD exchange rate risk Period-End Balances of Major Asset Items | Item | Period-End Balance (Yuan) | | :--- | :--- | | Monetary Funds | 12,570,819,350.56 | | Financial Assets Held for Trading | 9,734,682,275.07 | | Accounts Receivable | 6,941,269,554.74 | | Inventories | 3,482,191,780.11 | | Fixed Assets | 5,163,255,678.84 | | Construction in Progress | 754,023,594.77 | Period-End Balances of Major Liability Items | Item | Period-End Balance (Yuan) | | :--- | :--- | | Short-Term Borrowings | 3,486,250,810.87 | | Notes Payable | 3,090,196,590.03 | | Accounts Payable | 7,586,786,707.87 | | Bonds Payable | 4,096,975,793.98 | | Lease Liabilities | 479,675,141.76 | - As of June 30, 2025, the company's foreign currency monetary items included USD, EUR, HKD, JPY, GBP, KRW, MMK, SGD, VND, RUB, PLN, EGP, KHR, THB, BDT, JOD, KES, etc., with USD assets and liabilities accounting for a larger proportion[530](index=530&type=chunk)[531](index=531&type=chunk) - The company's exchange rate risk primarily arises from financial assets and liabilities denominated in USD; if the RMB appreciates or depreci