第七届董事会第三次会议决议公告 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。 一、董事会会议召开情况 濮阳濮耐高温材料（集团）股份有限公司（以下简称"公司"）第七届董事 会第三次会议通知于2025年8月4日以电子邮件形式发出，于2025年8月14日上午 在公司四楼会议室召开了现场结合通讯会议。本次会议应参会董事9名，亲自参 会董事9名，本次会议由董事长刘百宽先生主持，部分高级管理人员及监事列席 了会议。会议的召开符合《公司法》、《公司章程》及《董事会议事规则》的有 关规定。 二、董事会会议审议情况 本次会议经过认真讨论，采取记名投票方式，审议通过了如下议案： 1、以9票赞成、0票反对、0票弃权审议通过了《关于<2025年半年度报告> 及其摘要的议案》 证券代码:002225 证券简称:濮耐股份 公告编号:2025-066 濮阳濮耐高温材料（集团）股份有限公司 濮阳濮耐高温材料（集团）股份有限公司董事会 2025年8月16日 详见登载于巨潮资讯网上的《2025年半年度报告》及刊登于《证券时报》、 《上海证券报》和巨潮资讯网上的《2025年半年度报告摘要》（公告 ...

Group 1 - The company Puyang Nayi Co., Ltd. reported a revenue of approximately 2.794 billion yuan for the first half of 2025, representing a year-on-year increase of 3.57% [2] - The net profit attributable to shareholders of the listed company was approximately 68.9 million yuan, showing a year-on-year decrease of 48.26% [2] - The basic earnings per share were 0.07 yuan, which is a year-on-year decrease of 46.15% [2]

Market Performance - The renovation and building materials sector increased by 1.58% on August 15, with Puhui Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3696.77, up 0.83%, while the Shenzhen Component Index closed at 11634.67, up 1.6% [1] Top Gainers - Puhui Co., Ltd. (002225) closed at 7.63, up 8.84% with a trading volume of 1.0224 million shares and a turnover of 764 million yuan [1] - Sankeshu (603737) closed at 45.42, up 5.16% with a trading volume of 79,000 shares and a turnover of 355 million yuan [1] - Keshin New Materials (833580) closed at 14.11, up 3.90% with a trading volume of 21,700 shares and a turnover of 30.41 million yuan [1] Top Losers - Wanli Stone (002785) closed at 30.46, down 2.37% with a trading volume of 92,800 shares and a turnover of 284 million yuan [2] - Zhongqi New Materials (001212) closed at 52.34, down 1.87% with a trading volume of 281,800 shares and a turnover of 154.2 million yuan [2] - Youbang Ceiling (002718) closed at 17.68, down 1.56% with a trading volume of 16,600 shares and a turnover of 29.58 million yuan [2] Capital Flow - The renovation and building materials sector experienced a net outflow of 219 million yuan from institutional investors, while retail investors saw a net inflow of 78.81 million yuan [2] - The main capital inflow and outflow for Puhui Co., Ltd. showed a net inflow of 90.49 million yuan from institutional investors, while retail investors had a net outflow of 50.95 million yuan [3] - North New Materials (000786) had a net inflow of 36.36 million yuan from institutional investors, with retail investors experiencing a net outflow of 21.03 million yuan [3]

Group 1 - The company reported a revenue of 2.794 billion yuan for the first half of 2025, representing a year-on-year increase of 3.57% [1] - The net profit for the same period was 68.9032 million yuan, showing a year-on-year decline of 48.26% [1] - Basic earnings per share were 0.07 yuan, which is a decrease of 46.15% compared to the previous year [1] Group 2 - The company announced plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves [1]

Section I Important Notice, Table of Contents, and Definitions This section provides crucial disclaimers, outlines the report's structure, lists reference documents, and defines key terms for clarity [Important Notice](index=2&type=section&id=%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) The company's board, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming legal responsibility, while the company plans no cash dividends, bonus shares, or capital reserve conversions - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false records, misleading statements, or major omissions, and assume individual and joint legal responsibility[5](index=5&type=chunk) - Company head Liu Baikuan, chief accountant Ma Yi, and head of accounting department Wang Tao declare that the financial report in this semi-annual report is true, accurate, and complete[5](index=5&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=%E7%9B%AE%E5%BD%95) This section lists the report's overall structure, including nine main chapters and their corresponding starting page numbers, providing investors with quick navigation guidance [List of Reference Documents](index=4&type=section&id=%E5%A4%87%E6%9F%A5%E6%96%87%E4%BB%B6%E7%9B%AE%E5%BD%95) This section lists the report's reference documents, including signed and sealed financial statements, original public disclosure files, and the chairman's signed report, with the placement specified as the company's board office - Reference documents include financial statements signed by the legal representative, chief financial officer, and head of the accounting department[9](index=9&type=chunk) - Originals of all company documents and announcements publicly disclosed in newspapers designated by the China Securities Regulatory Commission during the reporting period[10](index=10&type=chunk) - Location for reference documents: Company Board of Directors Office[12](index=12&type=chunk) [Definitions](index=5&type=section&id=%E9%87%8A%E4%B9%89) This section provides definitions for common terms used in the report, particularly the full and abbreviated names of the company and its main subsidiaries and associates, ensuring clear understanding of the report's content - "The Company", "Company", "Listed Company" refers to Puyang Refractories Group Co., Ltd[13](index=13&type=chunk) - Lists multiple subsidiaries and associates including Puyang Refractories Functional Materials, Yingkou Puyang Refractories, Shanghai Baoming, Yunnan Puyang Refractories, Puyang Refractories Kiln, Yushan Metallurgy, Puyang Refractories New Materials, Puyang Refractories Serbia, Puyang Refractories USA, Puyang Refractories Russia, Puyang Ukraine, Xiangchen Magnesia, Xinjiang Qinxiang, Qinghai Puyang Refractories, Huayin High-tech, Zhengzhou Huawei, Zhengzhou Huite, Shanghai Yinlian, and Luoyang Solite[13](index=13&type=chunk) Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and key financial performance metrics for the reporting period [Company Profile](index=6&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B) Puyang Refractories Group Co., Ltd., stock ticker "Puyang Refractories", stock code 002225, is listed on the Shenzhen Stock Exchange, with Liu Baikuan as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Puyang Refractories | | Stock Code | 002225 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Puyang Refractories Group Co., Ltd. | | Legal Representative | Liu Baikuan | [Contacts and Contact Information](index=6&type=section&id=%E4%BA%8C%E3%80%81%E8%81%94%E7%B3%BB%E4%BA%BA%E5%92%8C%E8%81%94%E7%B3%BB%E6%96%B9%E5%BC%8F) This section provides contact details for the company's Board Secretary Peng Yanming and Securities Affairs Representative Zhang Lei, including address, phone, fax, and email, facilitating investor communication Contact Information | Position | Name | Phone | Email | | :--- | :--- | :--- | :--- | | Board Secretary | Peng Yanming | 0393-3214228 | p_y_m78@163.com | | Securities Affairs Representative | Zhang Lei | 0393-3214228 | zhangleizmx8@163.com | [Other Information](index=6&type=section&id=%E4%B8%89%E3%80%81%E5%85%B6%E4%BB%96%E6%83%85%E5%86%B5) The company's registered address, office address, website, email, and information disclosure and storage locations remained unchanged during the reporting period, with specific details available in the 2024 annual report - The company's registered address, office address and postal code, company website, email, etc., remained unchanged during the reporting period; specific details can be found in the 2024 annual report[17](index=17&type=chunk) - The company's designated website and media for semi-annual report disclosure, and the location for semi-annual report storage, remained unchanged during the reporting period; specific details can be found in the 2024 annual report[18](index=18&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=%E5%9B%9B%E3%80%81%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) In H1 2025, the company's operating revenue increased by 3.57% to **RMB 2.794 billion**, but net profit attributable to shareholders significantly decreased by 48.26% to **RMB 68.903 million**, with non-recurring net profit down 44.85%, while total assets and net assets attributable to shareholders both grew Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,793,799,019.32 | 2,697,613,511.91 | 3.57% | | Net Profit Attributable to Shareholders of Listed Company | 68,903,230.51 | 133,172,072.88 | -48.26% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains and Losses) | 53,916,845.90 | 97,766,435.34 | -44.85% | | Net Cash Flow from Operating Activities | 240,010,515.72 | 241,167,598.70 | -0.48% | | Basic Earnings Per Share (RMB/share) | 0.07 | 0.13 | -46.15% | | Diluted Earnings Per Share (RMB/share) | 0.07 | 0.13 | -46.15% | | Weighted Average Return on Net Assets | 2.00% | 3.86% | -1.86% | Key Accounting Data and Financial Indicators (End of Current Reporting Period vs. End of Prior Year) | Indicator | End of Current Reporting Period (RMB) | End of Prior Year (RMB) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 8,628,946,934.61 | 8,264,845,329.57 | 4.41% | | Net Assets Attributable to Shareholders of Listed Company | 3,441,635,425.39 | 3,403,319,460.50 | 1.13% | [Differences in Accounting Data Under Domestic and Overseas Accounting Standards](index=7&type=section&id=%E4%BA%94%E3%80%81%E5%A2%83%E5%86%85%E5%A4%96%E4%BC%9A%E8%AE%A1%E5%87%86%E5%88%99%E4%B8%8B%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%B7%AE%E5%BC%82) The company reported no differences in net profit and net assets between financial reports disclosed under international or overseas accounting standards and Chinese accounting standards during the reporting period - The company reported no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards during the reporting period[21](index=21&type=chunk) - The company reported no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards during the reporting period[22](index=22&type=chunk) [Non-recurring Gains and Losses Items and Amounts](index=7&type=section&id=%E5%85%AD%E3%80%81%E9%9D%9E%E7%BB%8F%E5%B8%B8%E6%80%A7%E6%8D%9F%E7%9B%8A%E9%A1%B9%E7%9B%AE%E5%8F%8A%E9%87%91%E9%A2%9D) The company's total non-recurring gains and losses for H1 2025 amounted to **RMB 14.986 million**, primarily from government subsidies and non-current asset disposal gains/losses, with government subsidies contributing **RMB 17.757 million** Non-recurring Gains and Losses Items and Amounts | Item | Amount (RMB) | | :--- | :--- | | Gains and Losses from Disposal of Non-current Assets | -550,028.24 | | Government Subsidies Included in Current Profit and Loss | 17,757,374.68 | | Gains and Losses from Debt Restructuring | -3,365,826.22 | | Other Income and Expense Items Meeting the Definition of Non-recurring Gains and Losses | 4,820,923.12 | | Less: Income Tax Impact | 3,101,099.95 | | Minority Interest Impact (After Tax) | 574,958.78 | | Total | 14,986,384.61 | - The company has no situations where non-recurring gains and losses items listed in "Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public—Non-recurring Gains and Losses" are defined as recurring gains and losses[25](index=25&type=chunk) Section III Management Discussion and Analysis This section analyzes the company's main business operations, core competencies, financial performance, asset and liability status, investment activities, and risk factors during the reporting period [Main Business Activities During the Reporting Period](index=9&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1) The company's main business involves the R&D, production, sales, and overall contracting services of refractories, covering functional, shaped, unshaped, and magnesia-based new materials, primarily for high-temperature industries like steel and building materials, maintaining its position as a domestic industry leader with strong international presence - The company's main business involves the research, development, production, and sales of shaped and unshaped refractories, functional refractories, and supporting structures, as well as undertaking overall contracting services for refractory design, installation, and construction for various thermal equipment[27](index=27&type=chunk) - The company is a leading enterprise in the domestic refractory industry, with a full industry chain layout from self-owned mining to product R&D, production, sales, and service[28](index=28&type=chunk) - In H1 2025, overseas sales revenue reached **RMB 84.871 million**, further strengthening its leading export position[28](index=28&type=chunk) [Company's Main Business Activities](index=9&type=section&id=1%E3%80%81%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1) The company's core business encompasses the R&D, production, and sales of shaped, unshaped, and functional refractories, along with overall contracting services for thermal equipment, serving high-temperature industries like steel, building materials, and non-ferrous metals - The company's main business involves the research, development, production, and sales of shaped and unshaped refractories, functional refractories, and supporting structures, as well as undertaking overall contracting services for refractory design, installation, and construction for various thermal equipment[27](index=27&type=chunk) Main Product Segments and Uses | Product Segment | Product Category | Main Uses | | :--- | :--- | :--- | | Functional Refractories | Slide gate nozzles, three-piece sets, seat bricks, permeable bricks | Functional refractories for continuous casting, controlling molten steel flow, guiding molten steel, purifying molten steel, stirring molten steel, etc. | | Shaped Refractories | Ladle bricks, basic products | Used for containing and transferring high-temperature molten steel, resisting mechanical wear and chemical erosion; used for cement rotary kilns and RH furnace linings | | Unshaped Refractories | Bulk materials, impact plates and slag baffles, electric furnace roofs | Used for various industrial kilns, working linings of ladles and tundishes, tapholes, etc.; protecting ladle bottom, promoting inclusion flotation; electric arc furnace covers | | Other Categories | Magnesia-based new materials and other products | Magnesium oxide for fine chemicals, energy metals, safety and environmental protection, high-end magnesia refractories raw materials, etc. | [Industry Development Status and Company's Industry Position](index=9&type=section&id=2%E3%80%81%E8%A1%8C%E4%B8%9A%E5%8F%91%E5%B1%95%E7%8A%B6%E5%86%B5%E5%8F%8A%E5%85%AC%E5%8F%B8%E6%89%80%E5%A4%84%E8%A1%8C%E4%B8%9A%E5%9C%B0%E4%BD%8D) In H1 2025, the refractory industry saw a 3.69% decline in output due to weak downstream demand, with crude steel output down 3%, while the company, as an industry leader, achieved **RMB 84.871 million** in overseas sales and established overseas factories in the US and Serbia - In H1 2025, national refractory output was **10.6287 million tons**, a year-on-year decrease of **3.69%**[27](index=27&type=chunk) - The company is a leading enterprise in the domestic refractory industry, with a full industry chain layout from self-owned mining to product R&D, production, sales, and service[28](index=28&type=chunk) - In H1 2025, overseas sales revenue reached **RMB 84.871 million**, continuously strengthening its leading export position; the company has established and fully operational overseas factories in the United States and Serbia[28](index=28&type=chunk) [Main Business Model](index=10&type=section&id=3%E3%80%81%E4%B8%BB%E8%A6%81%E7%BB%8F%E8%90%A5%E6%A8%A1%E5%BC%8F) The company adopts a "production-to-order" model to control inventory and costs while meeting customized client needs, with overall contracting as a highly efficient and distinctive sales approach that leverages comprehensive technical advantages and fosters long-term strategic partnerships - The company's production model is "production-to-order", effectively controlling raw material inventory and procurement prices, which is beneficial for meeting customized customer requirements[29](index=29&type=chunk) - The company's main sales models are individual sales and overall contracting, with the latter better reflecting the company's comprehensive technical advantages and serving as a well-functioning, efficient, and distinctive sales model[30](index=30&type=chunk) [Core Competitiveness Analysis](index=10&type=section&id=%E4%BA%8C%E3%80%81%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) The company's core competitiveness stems from its strong brand, continuous technological innovation, global marketing network, high-quality customer base, and an excellent management team, ensuring its leadership in the refractory industry - The company owns well-known domestic and international brands such as "Puyang Refractories" and "PRCO", making it a preferred and trusted brand for major steel and cement enterprises in refractory procurement[31](index=31&type=chunk) - The company is a national high-tech enterprise and a national innovative enterprise, possessing R&D platforms such as a national recognized enterprise technology center and a postdoctoral research workstation, having accumulated **664 authorized patents**[31](index=31&type=chunk) - The company has an efficient global marketing system, with **37 domestic offices** and **10 subsidiaries and offices** in countries such as the United States, South Korea, and India[32](index=32&type=chunk) - The company has provided high-quality products and services to **over 70 of the world's top 100 steel enterprises**, including Baowu Group and Hegang Group[33](index=33&type=chunk) - The company's management team possesses rich practical experience in the refractory industry and has established a management training academy to continuously improve cadre management levels and cultivate new talent[33](index=33&type=chunk) [Main Business Analysis](index=11&type=section&id=%E4%B8%89%E3%80%81%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) In H1 2025, the company's operating revenue grew by 3.57% to **RMB 2.794 billion**, but net profit attributable to the parent company decreased by 48.26% to **RMB 68.903 million**, mainly due to lower gross margins from intense domestic competition and increased credit impairment losses, while overseas sales revenue increased by 16.98% Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,793,799,019.32 | 2,697,613,511.91 | 3.57% | | Net Profit Attributable to Owners of the Parent Company | 68,903,230.51 | 133,172,072.88 | -48.26% | | Financial Expenses | -4,088,300.91 | 15,000,871.46 | -127.25% | | Income Tax Expense | 4,519,330.91 | 20,881,448.82 | -78.36% | | Net Cash Flow from Financing Activities | 8,556,097.44 | -221,443,148.63 | 103.86% | | Net Increase in Cash and Cash Equivalents | 173,684,807.35 | -56,418,810.63 | 407.85% | - Net profit attributable to owners of the parent company decreased by **48.26%** year-on-year, primarily due to a decrease in gross profit margin for domestic refractory business and an increase in credit impairment losses[38](index=38&type=chunk) Operating Revenue Composition (by Region) | Region | Current Reporting Period Amount (RMB) | Proportion of Operating Revenue | Prior Year Period Amount (RMB) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic Sales | 1,945,086,287.88 | 69.62% | 1,972,099,368.60 | 73.11% | -1.37% | | Overseas Sales | 848,712,731.44 | 30.38% | 725,514,143.31 | 26.89% | 16.98% | - The New Materials Business Unit continued to expand into the market for high-efficiency precipitants for hydrometallurgical nickel and cobalt extraction, having supplied in bulk to multiple hydrometallurgical customers including GEM, and has built a new **60,000-ton/year** high-efficiency precipitant production line[36](index=36&type=chunk) [Non-Core Business Analysis](index=13&type=section&id=%E5%9B%9B%E3%80%81%E9%9D%9E%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) Non-core business contributed significantly to total profit, with credit impairment losses accounting for **69.93%**, while investment income, fair value changes, asset impairment, and non-operating income/expenses also impacted profit, though most are non-sustainable, except for asset-related government subsidies during their amortization period Impact of Non-Core Business on Total Profit | Item | Amount (RMB) | Proportion of Total Profit | Sustainability | | :--- | :--- | :--- | :--- | | Investment Income | 3,198,255.07 | 4.31% | No | | Gains and Losses from Fair Value Changes | 32,464.97 | 0.04% | No | | Asset Impairment | 208,768.05 | 0.28% | No | | Non-operating Income | 4,656,144.01 | 6.28% | No | | Non-operating Expenses | 4,948,483.44 | 6.67% | No | | Other Income | 16,355,374.68 | 22.05% | Asset-related government subsidies are sustainable during their amortization period | | Credit Impairment Losses | 51,860,823.84 | 69.93% | No | [Analysis of Assets and Liabilities](index=13&type=section&id=%E4%BA%94%E3%80%81%E8%B5%84%E4%BA%A7%E5%8F%8A%E8%B4%A2%E5%80%BA%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) At the end of the reporting period, total assets increased by 4.41% year-on-year, with significant increases in monetary funds and short-term borrowings, while long-term borrowings decreased due to reclassification; accounts receivable increased, but notes receivable and non-current assets due within one year decreased, with some assets restricted Significant Changes in Asset Composition | Item | End of Current Reporting Period Amount (RMB) | Proportion of Total Assets | End of Prior Year Amount (RMB) | Proportion of Total Assets | Proportion Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 503,881,386.18 | 5.84% | 335,169,895.15 | 4.06% | 1.78% | Increase in net cash flow from operating activities and net bank borrowings | | Accounts Receivable | 2,259,598,247.62 | 26.19% | 1,920,794,424.03 | 23.24% | 2.95% | - | | Short-term Borrowings | 999,642,389.30 | 11.58% | 629,199,192.34 | 7.61% | 3.97% | Changes in financing structure and increased demand for operating funds | | Long-term Borrowings | 0 | 0.00% | 387,000,000.00 | 4.68% | -4.68% | Reclassified to non-current liabilities due within one year | | Non-current Liabilities Due Within One Year | 1,213,171,307.13 | 14.06% | 317,799,347.35 | 3.85% | 10.21% | Increase in convertible corporate bonds and long-term borrowings due within one year | - The company had no major overseas assets during the reporting period[45](index=45&type=chunk) - The company's financial assets measured at fair value primarily consist of trading financial assets (equity instrument investments) and accounts receivable financing, totaling **RMB 261 million** at period-end[46](index=46&type=chunk) Asset Restriction Status | Item | Book Value at Period-End (RMB) | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | | Monetary Funds | 123,458,713.31 | Frozen and restricted | Bank acceptance margin and others | | Notes Receivable | 69,826,721.71 | Notes pledged | Notes replacement | | Non-current assets due within one year | 323,381,513.79 | Certificate of deposit pledged | Notes margin | [Investment Analysis](index=15&type=section&id=%E5%85%AD%E3%80%81%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) During the reporting period, the company's investments decreased by 24.42% year-on-year to **RMB 73.623 million**, with its main financial asset investment in Xining Special Steel shares obtained through debt restructuring, and **RMB 438.004 million** of convertible bond proceeds cumulatively invested, with some projects not meeting expected benefits and **RMB 179.8 million** of idle funds temporarily used for working capital - Investment amount for the reporting period was **RMB 73.623 million**, a **24.42%** decrease compared to the same period last year[49](index=49&type=chunk) Securities Investment Status | Security Abbreviation | Initial Investment Cost (RMB) | Book Value at Beginning of Period (RMB) | Fair Value Change Gains/Losses for Current Period (RMB) | Book Value at End of Period (RMB) | Accounting Subject | Source of Funds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xining Special Steel | 8,126,461.52 | 7,304,618.25 | -32,464.97 | 7,272,153.28 | Trading Financial Assets | Debt Restructuring | - The total proceeds from convertible corporate bonds amounted to **RMB 626.3903 million**, with a cumulative investment of **RMB 438.004 million** as of the end of the reporting period, and a remaining balance of **RMB 40,100** in the special fund account[52](index=52&type=chunk) - The intelligent manufacturing projects for **40,000 tons/year** of preforms, **60,000 tons/year** of bulk materials, and **10,000 tons/year** of gunning mixes refractories, as well as the intelligent manufacturing project for **10,000 tons/year** of high-performance environmentally friendly slag baffles for converter systems, did not achieve expected benefits in the current reporting period due to slow market expansion and fluctuating sales prices influenced by the macroeconomic situation[55](index=55&type=chunk) - As of the end of the reporting period, **RMB 179.8 million** of idle raised funds had been temporarily used to supplement working capital[56](index=56&type=chunk) - On July 11, 2024, the company's sixth board of directors' twenty-seventh meeting approved a resolution to conclude the "Intelligent Manufacturing Project for **40,000 tons/year** of Preforms, **60,000 tons/year** of Bulk Materials, and **10,000 tons/year** of Gunning Mixes Refractories" and the "Intelligent Manufacturing Project for **10,000 tons/year** of High-Performance Environmentally Friendly Slag Baffles for Converter Systems", transferring all remaining raised funds to the "Shanghai R&D Center Construction Project"[59](index=59&type=chunk) [Significant Asset and Equity Sales](index=19&type=section&id=%E4%B8%83%E3%80%81%E9%87%8D%E5%A4%A7%E8%B5%84%E4%BA%A7%E5%92%8C%E8%82%A1%E6%9D%83%E5%87%BA%E5%94%AE) 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[60](index=60&type=chunk) - The company did not sell significant equity during the reporting period[61](index=61&type=chunk) [Analysis of Major Holding and Associate Companies](index=19&type=section&id=%E5%85%AB%E3%80%81%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) The company's major subsidiaries include Puyang Refractories Functional Materials Co., Ltd., Qinghai Puyang Refractories New Materials Co., Ltd., and Shanghai Baoming Refractories Co., Ltd., with Zhengzhou Huite Refractories Co., Ltd. and Tibet Changdu Xiangchen Magnesia Co., Ltd. reporting negative net profits, and Puyang Refractories (Mexico) Co., Ltd. newly added during the period Major Subsidiaries and Associate Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Registered Capital (RMB) | Total Assets (RMB) | Net Assets (RMB) | Operating Revenue (RMB) | Operating Profit (RMB) | Net Profit (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Puyang Refractories Functional Materials Co., Ltd. | Subsidiary | 57,900,000.00 | 292,577,388.32 | 221,373,458.96 | 80,216,072.86 | 11,305,486.75 | 10,271,397.09 | | Zhengzhou Huite Refractories Co., Ltd. | Subsidiary | 330,284,066.91 | 392,538,526.83 | 144,200,482.53 | 47,112,949.28 | -15,154,852.82 | -15,155,103.23 | | Shanghai Baoming Refractories Co., Ltd. | Subsidiary | 64,000,000.00 | 613,522,320.12 | 157,411,095.79 | 236,522,780.38 | 9,545,100.97 | 9,454,953.38 | | Qinghai Puyang Refractories New Materials Co., Ltd. | Subsidiary | 560,000,000.00 | 1,027,594,233.57 | 527,163,789.32 | 341,422,607.55 | 22,167,898.46 | 20,649,627.23 | | Tibet Changdu Xiangchen Magnesia Co., Ltd. | Subsidiary | 156,875,000.00 | 546,923,111.42 | 56,204,575.69 | 35,947,302.74 | -11,271,813.84 | -11,270,213.04 | - Puyang Refractories (Mexico) Co., Ltd. was acquired during the reporting period, with a net profit of **-RMB 219,844.94** from the acquisition date to the end of the reporting period, which did not have a significant impact on overall production, operations, and performance[63](index=63&type=chunk) [Status of Structured Entities Controlled by the Company](index=20&type=section&id=%E4%B9%9D%E3%80%81%E5%85%AC%E5%8F%B8%E6%8E%A7%E5%88%B6%E7%9A%84%E7%BB%93%E6%9E%84%E5%8C%96%E4%B8%BB%E4%BD%93%E6%83%85%E5%86%B5) The company did not control any structured entities during the reporting period - The company had no structured entities under its control during the reporting period[64](index=64&type=chunk) [Risks Faced by the Company and Countermeasures](index=20&type=section&id=%E5%8D%81%E3%80%81%E5%85%AC%E5%8F%B8%E9%9D%A2%E4%B8%B4%E7%9A%84%E9%A3%8E%E9%99%A9%E5%92%8C%E5%BA%94%E5%AF%B9%E6%8E%AA%E6%96%BD) The company faces risks from international trade frictions, particularly the complex and volatile US-China trade disputes affecting overseas business, which it addresses by operating overseas factories in the US and Serbia to enhance international competitiveness and mitigate impacts - International trade frictions pose risks to the company's overseas business, especially the complex and volatile US-China trade disputes, which continue to affect the company's operations in some overseas markets[64](index=64&type=chunk) - To effectively mitigate the impact of trade frictions, the company's overseas factories in the United States and Serbia, built in recent years, have commenced operations, which can effectively enhance the company's product competitiveness in international markets[64](index=64&type=chunk) [Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=20&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E5%B8%82%E5%80%BC%E7%AE%A1%E7%90%86%E5%88%B6%E5%BA%A6%E5%92%8C%E4%BC%B0%E5%80%BC%E6%8F%90%E5%8D%87%E8%AE%A1%E5%88%92%E7%9A%84%E5%88%B6%E5%AE%9A%E8%90%BD%E5%AE%9E%E6%83%85%E5%86%B5) The company has formulated and approved a "Market Value Management System" to standardize market value management and protect investors' legitimate rights, but has not disclosed any valuation enhancement plan - The company has formulated a "Market Value Management System", which was reviewed and approved at the twenty-seventh meeting of the sixth board of directors on April 16, 2025[65](index=65&type=chunk) - The company has not disclosed a valuation enhancement plan[65](index=65&type=chunk) [Implementation of 'Quality and Return Dual Enhancement' Action Plan](index=21&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%22%E8%B4%A8%E9%87%8F%E5%9B%9E%E6%8A%A5%E5%8F%8C%E6%8F%90%E5%8D%87%22%E8%A1%8C%E5%8A%A8%E6%96%B9%E6%A1%88%E8%B4%AF%E5%BD%BB%E8%90%BD%E5%AE%9E%E6%83%85%E5%86%B5) The company has not disclosed any announcement regarding the "Quality and Return Dual Enhancement" action plan - The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan[66](index=66&type=chunk) Section IV Corporate Governance, Environment, and Society This section details changes in the company's governance structure, profit distribution, employee incentive plans, environmental disclosures, and social responsibility initiatives [Changes in Directors, Supervisors, and Senior Management](index=22&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E3%80%81%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company experienced multiple changes in its directors, supervisors, and senior management due to re-election, with individuals like Kong Zhiyuan, Liu Lianbing, Cao Yang, Liu Cheng, Qin Lihong, and Ma Wenpeng assuming new or adjusted roles, while Tian Xianghong and Han Aishao departed upon term expiration Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Kong Zhiyuan | Vice Chairman, Rotating President | Appointment/Removal | June 05, 2025 | Re-election | | Liu Lianbing | Director, President | Appointment/Removal | June 05, 2025 | Re-election | | Cao Yang | Director, Rotating President | Appointment/Removal | June 05, 2025 | Re-election | | Liu Cheng | Director | Elected | June 05, 2025 | Re-election | | Qin Lihong | Employee Supervisor | Elected | June 06, 2025 | Re-election | | Ma Wenpeng | Vice President | Appointment/Removal | June 06, 2025 | Re-election | | Tian Xianghong | Former Employee Supervisor | Term expired, left office | June 06, 2025 | Re-election, term expired, left office | | Han Aishao | Former Vice President | Term expired, left office | June 06, 2025 | Re-election, term expired, left office | [Profit Distribution and Capital Reserve Conversion to Share Capital in Current Reporting Period](index=22&type=section&id=%E4%BA%8C%E3%80%81%E6%9C%AC%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%88%A9%E6%B6%A6%E5%88%86%E9%85%8D%E5%8F%8A%E8%B5%84%E6%9C%AC%E5%85%AC%E7%A7%AF%E9%87%91%E8%BD%AC%E5%A2%9E%E8%82%A1%E6%9C%AC%E6%83%85%E5%86%B5) The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[69](index=69&type=chunk) [Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=22&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E6%BF%80%E5%8A%B1%E8%AE%A1%E5%88%92%E3%80%81%E5%91%98%E5%B7%A5%E6%8C%81%E8%82%A1%E8%AE%A1%E5%88%92%E6%88%96%E5%85%B6%E4%BB%96%E5%91%98%E5%B7%A5%E6%BF%80%E5%8A%B1%E6%8E%AA%E6%96%BD%E7%9A%84%E5%AE%9E%E6%96%BD%E6%83%85%E5%86%B5) The company did not implement equity incentives during the reporting period but has an effective employee stock ownership plan covering **515 employees**, holding **0.60%** of the total share capital, funded by the 2024 special incentive fund, with several directors, supervisors, and senior management participating - The company had no equity incentive plans during the reporting period[70](index=70&type=chunk) Status of All Effective Employee Stock Ownership Plans During the Reporting Period | Scope of Employees | Number of Employees | Total Shares Held (shares) | Proportion of Total Listed Company Share Capital | Source of Funds for Implementation Plan | | :--- | :--- | :--- | :--- | :--- | | Company directors (excluding independent directors), supervisors, senior management, and core management, technical, and business backbone of the company or its controlling subsidiaries | 515 | 6,054,213 | 0.60% | Special incentive fund extracted by the company for 2024 | - Company directors, supervisors, and senior management such as Liu Baikuan, Kong Zhiyuan, and Liu Lianbing all hold shares in the employee stock ownership plan[71](index=71&type=chunk)[72](index=72&type=chunk) [Environmental Information Disclosure](index=23&type=section&id=%E5%9B%9B%E3%80%81%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%81%AF%E6%8A%AB%E9%9C%B2%E6%83%85%E5%86%B5) The company and its **nine** major subsidiaries are included in the list of enterprises required to disclose environmental information by law, with corresponding inquiry indexes provided, and no environmental accidents occurred during the reporting period - The listed company and its major subsidiaries, totaling **9 entities**, are included in the list of enterprises required to disclose environmental information by law[74](index=74&type=chunk) - In H1 2025, neither the company nor its subsidiaries experienced any environmental accidents[75](index=75&type=chunk) [Social Responsibility Status](index=24&type=section&id=%E4%BA%94%E3%80%81%E7%A4%BE%E4%BC%9A%E8%B4%A3%E4%BB%BB%E6%83%85%E5%86%B5) The company prioritizes social responsibility, striving for harmony among economic, environmental, and social aspects, adhering to tax laws, supporting vulnerable groups, engaging in philanthropy, and contributing to local economic development, while sharing growth benefits with stakeholders; during the reporting period, it actively aided impoverished rural families and employed disadvantaged individuals - The company has always attached great importance to fulfilling its social responsibilities, striving to maintain a harmonious balance between economic, environmental, and social responsibilities while accelerating enterprise development[76](index=76&type=chunk) - In H1 2025, the company and its subsidiaries actively practiced social responsibility, including providing financial and material assistance to impoverished rural families and employing a small number of disadvantaged individuals to help them escape poverty[76](index=76&type=chunk) Section V Significant Matters This section covers commitments from controlling shareholders and related parties, non-operating fund occupation, illegal external guarantees, auditor appointments, litigation, penalties, integrity status, related party transactions, and significant contracts [Commitments Fulfilled During the Reporting Period and Overdue Unfulfilled Commitments by Related Parties Including the Company's Actual Controller, Shareholders, Related Parties, and Acquirers](index=25&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E3%80%81%E8%82%A1%E4%B8%9C%E3%80%81%E5%85%B3%E8%81%94%E6%96%B9%E3%80%81%E6%94%B6%E8%B4%AD%E4%BA%BA%E4%BB%A5%E5%8F%8A%E5%85%AC%E5%8F%B8%E7%AD%89%E6%89%BF%E8%AF%BA%E7%9B%B8%E5%85%B3%E6%96%B9%E5%9C%A8%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%B1%A5%E8%A1%8C%E5%AE%8C%E6%AF%95%E5%8F%8A%E6%88%AA%E8%87%B3%E6%8A%A5%E5%91%8A%E6%9C%AB%E8%B6%85%E6%9C%9F%E6%9C%AA%E5%B1%A5%E8%A1%8C%E5%AE%8C%E6%AF%95%E7%9A%84%E6%89%BF%E8%AF%BA%E4%BA%8B%E9%A1%B9) The company's actual controller, shareholders, and related parties fulfilled various commitments made during asset restructuring and public offerings/re-financings, including avoiding horizontal competition, regulating related party transactions, preventing fund occupation, share lock-ups, and immediate return compensation, with no breaches identified during the reporting period - Xiang Min, Qian Haihua, Qian Haiying, and others committed not to engage in competitive businesses similar to or identical to the company's[78](index=78&type=chunk) - Zheng Huazhen, Zheng Kaifeng, Zhao Lingyu, and others committed to avoiding horizontal competition, regulating related party transactions, and not occupying company funds[78](index=78&type=chunk) - The company's controlling shareholder, actual controller Liu Baikuan's family members, and directors, supervisors, and senior management made commitments regarding measures to compensate for the dilution of immediate returns from the company's non-public issuance of shares, including not overstepping authority in interfering with company operations and not infringing upon company interests[79](index=79&type=chunk) - The company committed to cash distributions for the next three years (2023-2025), with annual cash dividends not less than **10%** of the distributable profit for the year, and cumulative distributed profit over three consecutive years not less than **30%** of the average annual distributable profit for the three years[80](index=80&type=chunk)[81](index=81&type=chunk) [Non-Operating Occupation of Funds by Controlling Shareholders and Other Related Parties of the Listed Company](index=28&type=section&id=%E4%BA%8C%E3%80%81%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%B3%E8%81%94%E6%96%B9%E5%AF%B9%E4%B8%8A%E5%B8%82%E5%85%AC%E5%8F%B8%E7%9A%84%E9%9D%9E%E7%BB%8F%E8%90%A5%E6%80%A7%E5%8D%A0%E7%94%A8%E8%B5%84%E9%87%91%E6%83%85%E5%86%B5) The company reported no non-operating occupation of funds by controlling shareholders or other related parties during the reporting period - The company reported no non-operating occupation of funds by controlling shareholders or other related parties during the reporting period[82](index=82&type=chunk) [Illegal External Guarantees](index=28&type=section&id=%E4%B8%89%E3%80%81%E8%BF%9D%E8%A7%84%E5%AF%B9%E5%A4%96%E6%8B%85%E4%BF%9D%E6%83%85%E5%86%B5) The company had no illegal external guarantees during the reporting period - The company had no illegal external guarantees during the reporting period[83](index=83&type=chunk) [Appointment and Dismissal of Accounting Firms](index=29&type=section&id=%E5%9B%9B%E3%80%81%E8%81%98%E4%BB%BB%E3%80%81%E8%A7%A3%E8%81%98%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%83%85%E5%86%B5) The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[84](index=84&type=chunk) [Board of Directors' and Supervisory Board's Explanation of 'Non-Standard Audit Report' for the Current Reporting Period](index=29&type=section&id=%E4%BA%94%E3%80%81%E8%91%A3%E4%BA%8B%E4%BC%9A%E3%80%81%E7%9B%91%E4%BA%8B%E4%BC%9A%E5%AF%B9%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%9C%AC%E6%8A%A5%E5%91%8A%E6%9C%9F%E2%80%9C%E9%9D%9E%E6%A0%87%E5%87%86%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A%E2%80%9D%E7%9A%84%E8%AF%B4%E6%98%8E) The company had no non-standard audit report during the reporting period, thus the board of directors and supervisory board do not need to provide an explanation [Board of Directors' Explanation of 'Non-Standard Audit Report' for the Prior Year](index=29&type=section&id=%E5%85%AD%E3%80%81%E8%91%A3%E4%BA%8B%E4%BC%9A%E5%AF%B9%E4%B8%8A%E5%B9%B4%E5%BA%A6%E2%80%9C%E9%9D%9E%E6%A0%87%E5%87%86%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A%E2%80%9D%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5%E7%9A%84%E8%AF%B4%E6%98%8E) The company had no non-standard audit report during the reporting period, thus the board of directors does not need to provide an explanation regarding the prior year's non-standard audit report [Bankruptcy and Reorganization Matters](index=29&type=section&id=%E4%B8%83%E3%80%81%E7%A0%B4%E4%BA%A7%E9%87%8D%E6%95%B4%E7%9B%B8%E5%85%B3%E4%BA%8B%E9%A1%B9) The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters during the reporting period[85](index=85&type=chunk) [Litigation Matters](index=29&type=section&id=%E5%85%AB%E3%80%81%E8%AF%89%E8%AE%BC%E4%BA%8B%E9%A1%B9) The company, as a third party, was involved in three significant patent infringement lawsuits, each for **RMB 13.2825 million**, filed by Luoyang Luohua Powder Engineering Special Refractories Co., Ltd. against Guangxi Jinyuan Nickel Industry and Jiangsu Jiangneng New Materials; the company won all appeals, and the lawsuits have concluded Significant Litigation and Arbitration Matters | Basic Information of Litigation (Arbitration) | Amount Involved (RMB) | Provision for Estimated Liabilities Formed | Progress of Litigation (Arbitration) | Outcome and Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | :--- | | Luoyang Luohua Powder Engineering Special Refractories Co., Ltd. sued Guangxi Jinyuan Nickel Industry and Jiangsu Jiangneng New Materials for patent infringement (ZL201610241366.7), with Puyang Refractories as the third party in this case | 13,282,500.00 | No | On September 27, 2023, the first-instance judgment rejected all claims of the plaintiff; on June 17, 2025, the second-instance judgment rejected the appeal and upheld the original judgment | The company won the second-instance appeal, and the lawsuit has concluded | | Luoyang Luohua Powder Engineering Special Refractories Co., Ltd. sued Guangxi Jinyuan Nickel Industry and Jiangsu Jiangneng New Materials for patent infringement (ZL201410027517.X), with Puyang Refractories as the third party in this case | 13,282,500.00 | No | On September 27, 2023, the first-instance judgment rejected all claims of the plaintiff; on June 17, 2025, the second-instance judgment rejected the appeal and upheld the original judgment | The company won the second-instance appeal, and the lawsuit has concluded | | Luoyang Luohua Powder Engineering Special Refractories Co., Ltd. sued Guangxi Jinyuan Nickel Industry and Jiangsu Jiangneng New Materials for patent infringement (ZL01127474.3), with Puyang Refractories as the third party in this case | 13,282,500.00 | No | On September 27, 2023, the first-instance judgment rejected all claims of the plaintiff; on June 17, 2025, the second-instance judgment rejected the appeal and upheld the original judgment | The company won the second-instance appeal, and the lawsuit has concluded | [Penalties and Rectification Status](index=30&type=section&id=%E4%B9%9D%E3%80%81%E5%A4%84%E7%BD%9A%E5%8F%8A%E6%95%B4%E6%94%B9%E6%83%85%E5%86%B5) The company had no penalties or rectification matters during the reporting period - The company had no penalties or rectification matters during the reporting period[87](index=87&type=chunk) [Integrity Status of the Company, its Controlling Shareholders, and Actual Controllers](index=30&type=section&id=%E5%8D%81%E3%80%81%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E3%80%81%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E7%9A%84%E8%AF%9A%E4%BF%A1%E7%8A%B6%E5%86%B5) The company reported no issues regarding the integrity status of itself, its controlling shareholders, or actual controllers during the reporting period - The company reported no issues regarding the integrity status of itself, its controlling shareholders, or actual controllers during the reporting period[88](index=88&type=chunk) [Significant Related Party Transactions](index=30&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E9%87%8D%E5%A4%A7%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) The company reported no significant related party transactions during the reporting period, including those related to daily operations, asset/equity acquisitions or disposals, joint external investments, or related party debt/credit, nor any financial business dealings with affiliated financial companies - The company had no related party transactions related to daily operations during the reporting period[88](index=88&type=chunk) - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[88](index=88&type=chunk) - The company had no related party debt or credit transactions during the reporting period[90](index=90&type=chunk) - The company had no deposit, loan, credit, or other financial business dealings with affiliated financial companies during the reporting period[91](index=91&type=chunk) [Significant Contracts and Their Performance](index=31&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C%E5%8F%8A%E5%85%B6%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) The company had no entrustment or leasing matters during the reporting period, with zero rental income, but provided **RMB 81.0093 million** in guarantees to subsidiaries, primarily joint liability guarantees; entrusted wealth management amounted to **RMB 298 million** in both occurrence and outstanding balance, mainly in highly secure and liquid products, with no other significant contracts - The company had no entrustment situations during the reporting period[94](index=94&type=chunk) - In the current reporting period, the company's house rental income was **RMB 0**, compared to **RMB 509,700** in the same period last year[95](index=95&type=chunk) Company's Guarantees to Subsidiaries | Name of Guaranteed Subsidiary | Disclosure Date of Guarantee Quota Announcement | Guarantee Quota (RMB 10,000) | Total Actual Guarantees to Subsidiaries During Reporting Period (RMB 10,000) | Total Actual Guarantee Balance to Subsidiaries at End of Reporting Period (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | | Yingkou Puyang Refractories Magnesia Materials Co., Ltd. | December 17, 2024 | 15,000 | 8,100.93 | 8,100.93 | | Qinghai Puyang Refractories New Materials Co., Ltd. | December 17, 2024 | 10,000 | - | - | | Ma'anshan Yushan Metallurgical New Materials Co., Ltd. | December 17, 2024 | 3,000 | - | - | | Puyang Refractories Serbia LLC | December 17, 2024 | 732.83 | - | - | | Shanghai Baoming Refractories Co., Ltd. | December 17, 2024 | 3,000 | - | - | | Yunnan Puyang Refractories Kunming Steel High-Temperature Materials Co., Ltd. | December 17, 2024 | 4,590 | - | - | | Zhengzhou Huawei Refractories Co., Ltd. | December 17, 2024 | 3,000 | - | - | | Zhengzhou Huite Refractories Co., Ltd. | December 17, 2024 | 2,000 | - | - | | Total | - | 41,322.83 | 8,100.93 | 8,100.93 | Entrusted Wealth Management Status | Specific Type | Source of Entrusted Wealth Management Funds | Amount of Entrusted Wealth Management (RMB 10,000) | Outstanding Balance (RMB 10,000) | Overdue Unrecovered Amount (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | | Bank wealth management products | Own funds | 29,800 | 29,800 | 0 | - The company had no other significant contracts during the reporting period[104](index=104&type=chunk) [Explanation of Other Significant Matters](index=34&type=section&id=%E5%8D%81%E4%B8%89%E3%80%81%E5%85%B6%E4%BB%96%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A1%B9%E7%9A%84%E8%AF%B4%E6%98%8E) The company had no other significant matters requiring explanation during the reporting period - The company had no other significant matters requiring explanation during the reporting period[105](index=105&type=chunk) [Significant Matters of Company Subsidiaries](index=34&type=section&id=%E5%8D%81%E5%9B%9B%E3%80%81%E5%85%AC%E5%8F%B8%E5%AD%90%E5%85%AC%E5%8F%B8%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A1%B9) 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[106](index=106&type=chunk) Section VI Share Changes and Shareholder Information This section details changes in the company's share capital, securities issuance, shareholder structure, and changes in holdings by directors, supervisors, and senior management [Share Change Status](index=35&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company's total share capital increased by **18,084 shares** to **1,010,436,311 shares** due to convertible bond conversions, while Han Aishao's restricted shares increased by **188,240 shares** and unrestricted shares decreased accordingly due to changes in directors, supervisors, and senior management Share Change Status | Item | Number Before This Change (shares) | Proportion Before This Change | Subtotal Increase/Decrease for This Change (shares) | Number After This Change (shares) | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 184,874,062 | 18.30% | 188,240 | 185,062,302 | 18.32% | | II. Unrestricted Shares | 825,544,165 | 81.70% | -170,156 | 825,374,009 | 81.68% | | III. Total Shares | 1,010,418,227 | 100.00% | 18,084 | 1,010,436,311 | 100.00% | - The total number of shares converted in H1 2025 was **18,084 shares**, increasing the total share capital by **18,084 shares**[109](index=109&type=chunk) - In H1 2025, due to changes in directors, supervisors, and senior management, Han Aishao's restricted shares increased by **188,240 shares**, affecting the total restricted shares by an increase of **188,240 shares** and unrestricted shares by a decrease of **188,240 shares**[110](index=110&type=chunk) - In H1 2025, the company's total share capital increased by **18,084 shares**, with virtually no impact on various indicators[112](index=112&type=chunk) [Securities Issuance and Listing Status](index=36&type=section&id=%E4%BA%8C%E3%80%81%E8%AF%81%E5%88%B8%E5%8F%91%E8%A1%8C%E4%B8%8E%E4%B8%8A%E5%B8%82%E6%83%85%E5%86%B5) The company had no securities issuance or listing during the reporting period [Company Shareholder Numbers and Shareholding Status](index=36&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E4%B8%9C%E6%95%B0%E9%87%8F%E5%8F%8A%E6%8C%81%E8%82%A1%E6%83%85%E5%86%B5) As of the end of the reporting period, the company had **34,229** common shareholders; among the top ten shareholders, Liu Baikuan, Liu Baichun, and Guo Zhiyan were major shareholders with **13.09%**, **9.59%**, and **8.40%** stakes respectively, all with pledged shares, and Liu Baikuan and Liu Baichun are members of the actual controller Liu Baikuan family - Total number of common shareholders at the end of the reporting period was **34,229**[115](index=115&type=chunk) Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at End of Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Pledged, Marked, or Frozen Status (number) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Liu Baikuan | Domestic Natural Person | 13.09% | 132,245,727.00 | 99,184,295 | 33,061,432 | 57,100,000 | | Liu Baichun | Domestic Natural Person | 9.59% | 96,853,123 | 0 | 96,853,123 | 29,700,000 | | Guo Zhiyan | Domestic Natural Person | 8.40% | 84,923,204 | 0 | 63,692,403 | 39,000,000 | | Yinhua Fund - China Life Insurance Co., Ltd. - Traditional Insurance - Yinhua Fund China Life Shares Growth Stock Traditional Available-for-Sale Single Asset Management Plan | Other | 2.20% | 22,191,152 | 0 | 22,191,152 | 0 | | Zheng Huazhen | Domestic Natural Person | 2.01% | 20,260,538 | 0 | 15,195,403 | 0 | | Bank of China Co., Ltd. - Huaan Culture, Sports, and Health Theme Flexible Allocation Mixed Securities Investment Fund | Other | 1.89% | 19,122,300 | 0 | 19,122,300 | 0 | | Shi Xubo | Domestic Natural Person | 1.54% | 15,566,035 | 0 | 15,566,035 | 0 | | Central Huijin Asset Management Co., Ltd. | State-owned Legal Person | 1.48% | 14,970,900 | 0 | 14,970,900 | 0 | | Great Wall Wealth Management - Industrial and Commercial Bank of China - Great Wall Wealth Suzaku Hongying No. 1 Asset Management Product | Other | 1.47% | 14,893,200 | 0 | 14,893,200 | 0 | | Great Wall Life Insurance Co., Ltd. - Own Funds | Other | 1.39% | 13,995,501 | 0 | 13,995,501 | 0 | - Liu Baikuan and Liu Baichun are both members of the company's actual controller Liu Baikuan family, with Liu Baichun being Liu Baikuan's elder brother[116](index=116&type=chunk) [Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=38&type=section&id=%E5%9B%9B%E3%80%81%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E5%92%8C%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E6%8C%81%E8%82%A1%E5%8F%98%E5%8A%A8) The shareholding status of the company's directors, supervisors, and senior management remained unchanged during the reporting period, with specific details available in the 2024 annual report - The shareholding status 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[118](index=118&type=chunk) [Changes in Controlling Shareholder or Actual Controller](index=38&type=section&id=%E4%BA%94%E3%80%81%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E6%88%96%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%

因"濮耐转债"已停止交易，本公司特提醒投资者在期限内转股。2025 年 8 月 20 日是 "濮耐转债"最后一个转股日，当日收市前，持有"濮耐转债"的投资者仍可进行转股；2025 年 8 月 20 日收市后，未转股的"濮耐转债"将停止转股。 | 证券代码：002225 | 证券简称：濮耐股份 | 公告编号：2025-065 | | --- | --- | --- | | 债券代码：127035 | 债券简称：濮耐转债 | | 濮阳濮耐高温材料（集团）股份有限公司 关于提前赎回濮耐转债实施 暨即将停止转股的重要提示性公告 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、最后转股日：2025 年 8 月 20 日 2、截至 2025 年 8 月 15 日收市后，距离"濮耐转债"停止转股并赎回仅剩 3 个交易日。 如投资者未及时转股，可能面临损失。敬请投资者仔细阅读本公告内容，关注相关风险。 特别提示： 1、"濮耐转债"赎回价格：100.906 元/张（含当期应计利息，当期年利率为 3.80%，且 当期利息含税），扣税后的赎回价格以中国证券登记结 ...

Group 1 - The core announcement is that Puanai Co., Ltd. will forcibly redeem its convertible bonds, "Puanai Convertible Bonds," if they are not converted by the market close on August 20, 2025 [1] - Following the redemption, "Puanai Convertible Bonds" will be delisted from the Shenzhen Stock Exchange [1] - Bondholders are advised to convert their bonds before the deadline, especially if their bonds are pledged or frozen, to avoid being forced to redeem them [1]

Economic Performance and Comparison - In the first half of 2025, China's GDP reached 66,053.6 billion yuan, growing by 5.3% year-on-year, exceeding market expectations [11] - Henan Province's GDP for the same period was 31,683.80 billion yuan, with a growth rate of 5.7%, ranking second in the central region and sixth nationally [17] - The industrial added value in Henan increased by 8.4%, outperforming the national average by 2.0 percentage points, with manufacturing contributing 90.7% to this growth [18] Consumption and Investment - Henan's retail sales of consumer goods totaled 14,201.55 billion yuan, growing by 7.2%, which is 2.2 percentage points higher than the national average [20] - Fixed asset investment in Henan rose by 5.1%, surpassing the national growth rate by 2.3 percentage points, with industrial investment showing a significant increase of 25.9% [21] - The province's foreign trade reached a total value of 412.53 billion yuan, marking a year-on-year growth of 26.2%, significantly higher than the national growth rate of 23.3% [24] Market Trends - In July 2025, the Henan Index increased by 3.36%, outperforming both the Shanghai Composite Index and the CSI 300 Index [58] - The top three A-share performers in Henan for July were Shejian Institute (58.73%), Puyang Nayi Co., Ltd. (46.63%), and Shijia Photon (42.18%) [60] - The cumulative increase of the Henan Index for the first seven months was 14.12%, consistently outperforming major benchmark indices [58] Policy and Regulatory Environment - In July 2025, the Henan provincial government introduced several policies aimed at improving the quality of listed companies and optimizing the business environment [38] - The central government emphasized maintaining policy continuity and stability while enhancing flexibility and foresight to support economic growth [16] - Policies were also introduced to support employment stability and promote high-quality economic development [31]

Core Viewpoint - The report outlines the issuance of convertible bonds by Puyang Puna High Temperature Materials (Group) Co., Ltd., detailing the approval process, terms, and current status of the bonds [2][3][4]. Summary by Sections Issuance Approval - The issuance plan for the convertible bonds was approved by the company's board on April 17, 2020, and subsequently by the shareholders on May 7, 2020 [2]. - The application for the public issuance was approved by the China Securities Regulatory Commission (CSRC) on November 23, 2020 [3]. Bond Details - The total face value of the convertible bonds issued is RMB 626,390,300, with a net amount raised of RMB 617,648,279.22 after deducting issuance costs [4]. - The bonds have a term of 5 years, from May 26, 2021, to May 25, 2026 [5]. Key Terms of the Bonds - The bonds are convertible into A-shares of the company, with an initial conversion price set at RMB 4.43 per share [6][19]. - The bonds will pay interest annually, with rates of 0.6% for the first year, 0.8% for the second year, and 1.0% for the third year [6]. Conversion and Redemption - The conversion period for the bonds is from December 1, 2021, to May 25, 2026 [19]. - As of August 6, 2025, a total of 105,082,078 shares have been converted, representing 10.40% of the company's total shares prior to the bond issuance [18][21]. Current Status and Adjustments - The latest conversion price has been adjusted to RMB 4.20 per share as of July 11, 2025, following previous adjustments [20]. - There are still 1,845,752 bonds unconverted, which is 29.47% of the total issued bonds [21]. Fund Utilization - The funds raised will be allocated to specific projects, including the intelligent manufacturing of refractory materials and high-performance environmental protection products [16][17]. Management and Oversight - Guotai Junan Securities serves as the trustee manager for the bonds, ensuring the protection of bondholders' rights and interests [2][21].

股票简称：濮耐股份 股票代码：002225 债券简称：濮耐转债 债券代码：127035 国泰海通证券股份有限公司 关于濮阳濮耐高温材料（集团）股份有限公司 公开发行可转换公司债券 2025 年第二次临时受托管理事务报告 受托管理人 （住所：中国（上海）自由贸易试验区商城路 618 号） 二〇二五年八月 重要声明 本报告依据《可转换公司债券管理办法》《公司债券发行与交易管理办法》 《公司债券受托管理人执业行为准则》《濮阳濮耐高温材料（集团）股份有限公 司 2021 年可转换公司债券受托管理协议》（以下简称《受托管理协议》）等相关 规定和约定、公开信息披露文件以及濮阳濮耐高温材料（集团）股份有限公司（以 下简称"公司"、"濮耐股份"或"发行人"）出具的相关说明文件以及提供的相 关资料等，由受托管理人国泰海通证券股份有限公司（以下简称"国泰海通"） 编制。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断。 1 国泰海通作为濮耐股份公开发行可转换公司债券（债券简称：濮耐转债， 债券代码：127035，以下简称"本次可转债"）的受托管理人，持续密切关注对 债券持有人权益有重大影响的 ...