深圳市名家汇科技股份有限公司 第四条 本制度所指年报信息披露重大差错包括年度财务报告存在重大会计 差错、其他年报信息披露存在重大错误或重大遗漏、业绩预告或业绩快报存在重 大差异等情形。具体包括以下情形： 年报信息披露重大差错责任追究制度 （一）年度财务报告违反《中华人民共和国会计法》《企业会计准则》及相 关规定，存在重大会计差错； 1 （二）会计报表附注中财务信息的披露违反了《企业会计准则》及相关解释 规定、中国证监会《公开发行证券的公司信息披露编报规则第 15 号——财务报 告的一般规定》等信息披露规则的相关要求，存在重大错误或重大遗漏； （三）其他年报信息披露的内容和格式不符合证券监管部门关于年度报告 信息披露编报规则、证券交易所信息披露指引等规章制度、规范性文件、《公司 章程》及其他公司内部控制制度的规定，存在重大错误或重大遗漏。 （四）业绩预告与年报实际披露业绩存在重大差异且不能提供合理解释的； 第一章 总则 第二条 本制度适用于公司年报信息披露工作中有关人员不履行或者不正确 履行职责、义务或其他个人原因，对公司造成重大经济损失或造成不良社会影响 时的责任认定、追究与处理，适用于公司控股股东及实际控制 ...

深圳市名家汇科技股份有限公司 第四条 募集资金的使用和管理要履行公司决策和审批程序。公司应按约定 的用途使用募集资金，并根据相关法律法规、发行文件的规定和约定，及时披露 募集资金使用情况。 第五条 公司的董事、高级管理人员应当勤勉尽责，督促公司规范使用募集 资金，自觉维护公司募集资金安全，不得参与、协助或纵容公司擅自或变相改变 募集资金用途。 第六条 在公司债券存续期间，存放募集资金的商业银行（以下简称"监管 银行"）、债券受托管理人对公司募集资金的管理和使用履行监督职责，公司按 照《受托管理协议》《账户及资金三方监管协议》等协议的约定及相关法律法规、 本制度的规定提供必要的支持和配合。 公司债券募集资金管理制度 第一章 总则 第一条 为规范深圳市名家汇科技股份有限公司（以下简称"公司"）公司 债券募集资金的使用与管理，提高募集资金使用效率，保护投资者合法权益，依 照《中华人民共和国公司法》《中华人民共和国证券法》《公司债券发行与交易管 理办法》等法律、法规及规范性文件的相关规定以及《深圳市名家汇科技股份有 限公司》（以下简称"《公司章程》"）的有关规定，结合公司实际，制定本制度。 第二条 本制度所指募集资金 ...

21 （二）会议的召开方式； （三）事由及议题； 第一条 为进一步完善深圳市名家汇科技股份有限公司（以下简称"公司"）的法 人治理，改善公司董事会结构，保护中小股东及利益相关者的利益，根据《中华人民 共和国公司法》（以下简称"《公司法》"）、《上市公司治理准则》《上市公司独 立董事管理办法》《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公 司自律监管指引第2号——创业板上市公司规范运作》《深圳市名家汇科技股份有限公 司章程》(以下简称"《公司章程》")及其他有关规定，结合公司实际情况，制定本 制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及主要股东、 实际控制人不存在直接或间接利害关系，或者其他可能影响其进行独立客观判断关系 的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、行政法 规、中国证券监督管理委员会（以下简称"中国证监会"）规定、证券交易所业务规 则和公司章程的规定，认真履行职责，在董事会中发挥参与决策、监督制衡、专业咨 询作用，维护公司整体利益，保护中小股东合法权益。 第四条 独立董事专门会议指全部由公司独立董事参加，为履行独立董事职责专门 ...

深圳市名家汇科技股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证深圳市名家汇科技股份有限公司（以下简称"公司"）与关 联方之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不 损害公司和非关联股东的合法权益，根据《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 《深圳证券交易所上市公司自律监管指引第 7 号——交易与关联交易》及相关法 律、法规、规范性文件及《深圳市名家汇科技股份有限公司章程》（以下简称"《公 司章程》"）等的规定，结合公司实际情况，制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文件 及《公司章程》的规定外，还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则，协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则，关联交易的价格原 则上不能偏离市场独立第三方的价格或收费的标准。 第二章 关联交易及关联人 第五条 关联交易是指公司或者控股子公司与公司关联人之间发生的转移资 源或者义务的 ...

深圳市名家汇科技股份有限公司 第一章 总则 第一条 为加强与规范深圳市名家汇科技股份有限公司（以下简称"公司"） 委托理财业务的管理，有效控制投资风险，保证公司资金、财产安全，提高投资 收益，维护公司及股东合法利益，依据《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 《深圳证券交易所上市公司自律监管指引第 7 号——交易与关联交易》等有关法 律、法规、规范性文件及公司章程的有关规定，结合公司的实际情况，特制定本 制度。 第二条 本制度所称"委托理财"，是指在国家政策及创业板相关业务规则 允许的情况下，公司在控制投资风险的前提下，以提高资金使用效率、增加现金 资产收益为原则，委托银行、信托、证券、基金、期货、保险资产管理机构、金 融资产投资公司、私募基金管理人等专业理财机构对其财产进行投资和管理或者 购买相关理财产品的行为。 公司投资的委托理财产品，不得用于股票及其衍生产品、证券投资基金和以 证券投资为目的的投资。 第三条 本制度适用于公司及控股子公司。公司控股子公司进行投资理财须 报经公司审批，未经公司审批不得进行任何投资理财活动。 第二章 管 ...

深圳市名家汇科技股份有限公司 董事会薪酬与考核委员会议事规则 第一章 总则 第一条 为进一步建立健全深圳市名家汇科技股份有限公司（以下简称"公 司"）董事及高级管理人员的考核和薪酬管理制度，完善公司治理结构，根据《深 圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》《上 市公司治理准则》《深圳市名家汇科技股份有限公司章程》及其他有关规定，公 司特设立董事会薪酬与考核委员会（以下简称"薪酬与考核委员会"或者"委员 会"），并制订本规则。 第二条 薪酬与考核委员会是董事会下设的专门工作机构，主要负责制定公 司董事及高级管理人员的考核标准并进行考核；负责制定、审查公司董事及高级 管理人员的薪酬政策与方案，对董事会负责。 第三条 本规则所称董事是指在本公司支取薪酬的董事；高级管理人员是指 董事会聘任的总裁、常务副总裁、副总裁、董事会秘书、财务负责人及其他高级 管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事占两名。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体 董事的三分之一以上提名，并由董事会选举产生。 第六条 薪酬与考核委员会设主任 ...

ST名家汇8月25日披露半年报，公司上半年实现营业收入3975.75万元，同比下降50.43%；归属于上市公 司股东的净利润亏损8088万元，上年同期亏损1425.29万元。 ...

Section I Important Notice, Table of Contents, and Definitions [Important Notice](index=2&type=section&id=Important%20Notice) The Board of Directors, Supervisory Board, and senior management guarantee the report's accuracy, with no cash dividends or share transfers planned - 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[4](index=4&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5](index=5&type=chunk) - Risk factors faced by the company are detailed in "Section III Management Discussion and Analysis," "X. Risks Faced by the Company and Countermeasures"[4](index=4&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section clearly lists the eight main chapters of the report and their corresponding starting page numbers for easy reference Report Chapter Directory | Chapter | Title | Page Number | | :--- | :--- | :--- | | Section I | Important Notice, Table of Contents, and Definitions | 2 | | Section II | Company Profile and Key Financial Indicators | 6 | | Section III | Management Discussion and Analysis | 9 | | Section IV | Corporate Governance, Environment, and Society | 20 | | Section V | Significant Matters | 23 | | Section VI | Share Changes and Shareholder Information | 32 | | Section VII | Bond-Related Information | 38 | | Section VIII | Financial Report | 39 | [Definitions](index=5&type=section&id=Definitions) This section defines key terms used in the report, clarifying "Company" and "Mingjiahui" as Shenzhen Mingjiahui Technology Co., Ltd., and "Reporting Period" as January 1 to June 30, 2025 - Company, Mingjiahui: Refers to Shenzhen Mingjiahui Technology Co., Ltd[13](index=13&type=chunk) - Reporting Period: Refers to January 1, 2025, to June 30, 2025[13](index=13&type=chunk) - Yuan, CNY 10,000, CNY 100 million: Refer to Renminbi Yuan, Renminbi CNY 10,000, Renminbi CNY 100 million[13](index=13&type=chunk) Section II Company Profile and Key Financial Indicators [I. Company Profile](index=6&type=section&id=I.%20Company%20Profile) This section outlines the company's basic information, including its stock ticker "ST Mingjiahui," stock code 300506, legal representative Cheng Zongyu, and contact details for the Board Secretary Li Hairong Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | ST Mingjiahui | | Stock Code | 300506 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 深圳市名家汇科技股份有限公司 | | Company's Legal Representative | 程宗玉 | Contact Information | Position | Name | Phone | | :--- | :--- | :--- | | Board Secretary | 李海荣 | 0755-26067248 | | Securities Affairs Representative | 饶依琳 | 0755-26067248 | - The company's registered address, office address, website, and email address remained unchanged during the reporting period[17](index=17&type=chunk) - Information disclosure and placement locations remained unchanged during the reporting period[18](index=18&type=chunk) - The company's registration status remained unchanged during the reporting period[19](index=19&type=chunk) [IV. Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) The company's key accounting data and financial indicators show a significant **50.43%** revenue decline, a **467.46%** increase in net loss, negative operating cash flow, and reduced total assets and net assets, indicating severe operational challenges Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 39,757,546.53 | 80,206,916.58 | -50.43% | | Net Profit Attributable to Shareholders of Listed Company | -80,880,046.34 | -14,252,890.52 | -467.46% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | -85,314,899.66 | -22,734,132.81 | -275.27% | | Net Cash Flow from Operating Activities | -60,266,851.38 | 5,300,202.59 | -1,237.07% | | Basic Earnings Per Share (CNY/share) | -0.12 | -0.02 | -500.00% | | Diluted Earnings Per Share (CNY/share) | -0.12 | -0.02 | -500.00% | | Weighted Average Return on Net Assets | -144.43% | -10.40% | -134.03% | Key Accounting Data and Financial Indicators (End of Current Reporting Period vs. End of Prior Year) | Indicator | End of Current Reporting Period (CNY) | End of Prior Year (CNY) | Change from Prior Year-End (%) | | :--- | :--- | :--- | :--- | | Total Assets | 683,344,963.21 | 792,729,388.46 | -13.80% | | Net Assets Attributable to Shareholders of Listed Company | 15,560,055.53 | 96,440,101.87 | -83.87% | [V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards](index=7&type=section&id=V.%20Differences%20in%20Accounting%20Data%20Under%20Domestic%20and%20Overseas%20Accounting%20Standards) The company reported no differences in net profit and net assets between international or overseas accounting standards and Chinese accounting standards during the reporting period - The company's financial reports for the reporting period show no differences in net profit and net assets between International Accounting Standards and Chinese Accounting Standards[21](index=21&type=chunk) - The company's financial reports for the reporting period show no differences in net profit and net assets between overseas accounting standards and Chinese Accounting Standards[22](index=22&type=chunk) [VI. Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) Total non-recurring gains and losses for the period amounted to **CNY 4.43 million**, primarily from disposal of non-current assets, government grants, and reversal of impairment provisions for receivables, offset by other non-operating income and expenses Non-Recurring Gains and Losses Items and Amounts | Item | Amount (CNY) | | :--- | :--- | | Gains or losses on disposal of non-current assets (including the write-off portion of asset impairment provisions already made) | 1,266,178.59 | | Government grants recognized in current profit or loss (excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss) | 121,036.68 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 4,586,091.63 | | Other non-operating income and expenses apart from the above items | -1,538,453.58 | | **Total** | **4,434,853.32** | Section III Management Discussion and Analysis [I. Main Business Activities During the Reporting Period](index=9&type=section&id=I.%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) The company primarily engages in landscape lighting engineering, covering design, construction, R&D, production, and sales, with the industry evolving towards intelligence, green solutions, and cultural tourism integration - The company's main business is landscape lighting engineering, including the design, construction, and R&D, production, and sales of related lighting products[31](index=31&type=chunk) - The company's lighting products primarily include LED wall washers, point lights, linear lights, and other special artistic luminaires, used in commercial, municipal road, and landscape decorative lighting[31](index=31&type=chunk) - In the first half of 2025, China's landscape lighting engineering industry market size was approximately **CNY 28 billion**, growing by **8.2%** year-on-year, with cultural tourism night-time projects and urban renewal projects being the main drivers of growth[28](index=28&type=chunk) - Industry development trends include intelligence, green solutions, and cultural tourism integration, with leading enterprises gaining market share and differentiated regional development[29](index=29&type=chunk) - The company's business model primarily involves professional contracting for lighting engineering construction and EPC general contracting for lighting projects, supplemented by PPP and BT business models[31](index=31&type=chunk) - The company holds a significant position in the landscape lighting engineering industry, with its comprehensive competitive strength remaining leading in the industry, despite a decrease in market share[34](index=34&type=chunk) [(I) Industry Development During the Reporting Period](index=9&type=section&id=%28I%29%20Industry%20Development%20During%20the%20Reporting%20Period) The landscape lighting industry is shifting from expansion to value enhancement, with a market size of **CNY 28 billion** in H1 2025, growing **8.2%**, driven by urban renewal and night-time tourism, focusing on intelligence, green solutions, and cultural integration - The landscape lighting industry encompasses upstream raw material and component supply, midstream production and engineering implementation, and downstream application areas, with midstream enterprises transitioning towards an integrated "design-construction-operation and maintenance" service model[27](index=27&type=chunk) - In the first half of 2025, China's landscape lighting engineering industry market size was approximately **CNY 28 billion**, growing by **8.2%** year-on-year, with a rebound in growth rate compared to the same period in 2024[28](index=28&type=chunk) - Cultural tourism night-time projects (**35%**) and urban renewal projects (**30%**) have become the main drivers of market growth[28](index=28&type=chunk) - Intelligence, green solutions, and cultural tourism integration are core development directions for the industry, with future intelligent control systems possessing stronger environmental sensing capabilities and smart operation and maintenance management[29](index=29&type=chunk) [(II) Company's Main Business, Products, and Their Uses](index=10&type=section&id=%28II%29%20Company%27s%20Main%20Business%2C%20Products%2C%20and%20Their%20Uses) The company's core business is landscape lighting engineering, encompassing design, construction, and the R&D, production, and sales of LED lighting products for commercial, municipal, and decorative applications - The company's main business during the reporting period was landscape lighting engineering, including the design, construction, and R&D, production, and sales of related lighting products[31](index=31&type=chunk) - The company's lighting products primarily include LED wall washers, LED point lights, LED linear lights, LED guardrail lights, floodlights, tree lights, corrugated lights, window sill lights, and other special artistic luminaires[31](index=31&type=chunk) - Application scenarios mainly include commercial lighting, municipal road lighting, and landscape decorative lighting, primarily used for the company's own lighting projects and also sold externally[31](index=31&type=chunk) [(III) Company's Business Model and Market Position](index=10&type=section&id=%28III%29%20Company%27s%20Business%20Model%20and%20Market%20Position) The company's business model primarily involves professional contracting and EPC general contracting for lighting projects, supplemented by PPP and BT models, maintaining a leading position in the landscape lighting engineering industry despite market share decline - The company's business model primarily involves professional contracting for lighting engineering construction and EPC general contracting for lighting projects, supplemented by PPP and BT business models[31](index=31&type=chunk) - Under the EPC general contracting model for lighting projects, the general contractor is responsible for the entire process, including design, material procurement, construction and installation, commissioning, and subsequent maintenance[32](index=32&type=chunk) - Leveraging its EPC general contracting capabilities, extensive experience in large-scale projects, qualifications, technological advantages, and brand influence, the company holds a significant position in the landscape lighting engineering industry[34](index=34&type=chunk) - Despite the industry downturn, macroeconomic environment, and cash flow challenges in recent years, the company's market share has decreased, but its comprehensive competitive strength remains leading in the industry[34](index=34&type=chunk) [II. Analysis of Core Competencies](index=10&type=section&id=II.%20Analysis%20of%20Core%20Competencies) The company's core competencies include R&D and innovation, comprehensive lighting solutions, extensive project experience, strong brand influence, and efficient production and cost control, solidifying its market position in LED lighting - The company focuses on the R&D and application of lighting engineering technologies, accumulating multiple patented and core technologies, especially in landscape and smart lighting[35](index=35&type=chunk) - The company provides comprehensive lighting solutions from product design, scheme planning, engineering implementation to post-maintenance, enhancing customer loyalty and improving project win rates[35](index=35&type=chunk) - The company has undertaken and completed numerous influential urban and landscape lighting projects domestically, accumulating rich technical, management, and coordination capabilities[35](index=35&type=chunk) - The company has established brand recognition and reputation in China's LED lighting sector, particularly in landscape lighting and urban beautification markets, possessing a sales network and channels covering various domestic regions[36](index=36&type=chunk) - The company possesses certain large-scale production capabilities for LED lighting products, enhancing production efficiency and cost control through lean production and management optimization[36](index=36&type=chunk) [III. Analysis of Main Business](index=11&type=section&id=III.%20Analysis%20of%20Main%20Business) The company's main business revenue declined by **50.43%** year-on-year, with net loss widening due to market contraction, insufficient project reserves, and limited financing, leading to negative operating cash flow and increased credit impairment losses Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 39,757,546.53 | 80,206,916.58 | -50.43% | Business market demand contracted, insufficient project reserves, limited financing capacity | | Operating Cost | 24,809,847.19 | 35,616,334.56 | -30.34% | Costs decreased with revenue, labor costs for engineering construction projects reduced | | Selling Expenses | 4,414,907.36 | 12,757,052.27 | -65.39% | Strict control over labor and entertainment expenses, maintenance costs reclassified to operating costs under new standards | | Administrative Expenses | 28,248,464.81 | 25,534,319.80 | 10.63% | Increase in labor costs, entertainment expenses, and intermediary fees | | Financial Expenses | 14,213,706.95 | 10,718,360.39 | 32.61% | Overdue interest and penalties on short-term and long-term borrowings | | R&D Investment | 920,759.20 | 4,505,630.99 | -79.56% | Decrease in R&D labor and material input costs | | Net Cash Flow from Operating Activities | -60,266,851.38 | 5,300,202.59 | -1,237.07% | Decrease in cash received from sales of goods and services, increase in wages paid to employees, partial project funds recovered after accounts receivable transfer paid to transferee | | Credit Impairment Losses | -30,475,760.85 | -8,140,170.45 | -274.39% | Increase in bad debt provisions for accounts receivable | | Asset Impairment Losses | -16,430,484.87 | -16,089,952.14 | -2.12% | Increase in impairment provisions for contract assets | - Lu'an subsidiary's newly signed **CNY 150 million** lighting sales order officially commenced production in August, with a significant increase in Q3 revenue expected[38](index=38&type=chunk) Products or Services Accounting for Over 10% | Product or Service Category | Operating Revenue (CNY) | Operating Cost (CNY) | Gross Margin (%) | YoY Change in Operating Revenue (%) | YoY Change in Operating Cost (%) | YoY Change in Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Engineering Construction | 35,063,627.12 | 19,117,563.24 | 45.48% | -51.52% | -37.74% | -20.98% | [IV. Analysis of Non-Core Business](index=13&type=section&id=IV.%20Analysis%20of%20Non-Core%20Business) Non-core business negatively impacted total profit, primarily due to negative investment income, significant asset impairment losses, and fluctuating non-operating income/expenses, none of which are sustainable Non-Core Business Analysis | Item | Amount (CNY) | Percentage of Total Profit (%) | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -3,475.42 | 0.00% | Primarily due to income generated by the company's investments during the reporting period | No | | Gains and Losses from Changes in Fair Value | 0.00 | 0.00% | | No | | Asset Impairment | -16,430,484.87 | 20.33% | Primarily due to increased impairment provisions for contract assets | No | | Non-Operating Income | 607,882.46 | -0.75% | Primarily due to litigation settlement and reversal of accrued payables during the reporting period | No | | Non-Operating Expenses | 2,146,336.04 | -2.66% | Primarily due to the return of overpaid project funds during the reporting period | No | [V. Analysis of Assets and Liabilities](index=13&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) The company's total assets and net assets attributable to shareholders decreased at the end of the reporting period, with reduced monetary funds and contract liabilities, while short-term borrowings and construction in progress increased, and over **CNY 300 million** in assets are restricted Significant Changes in Asset Composition | Item | End of Current Reporting Period (CNY) | Percentage of Total Assets (%) | End of Prior Year (CNY) | Percentage of Total Assets (%) | Change in Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 106,409,889.05 | 15.57% | 157,885,587.34 | 19.92% | -4.35% | | Accounts Receivable | 271,227,382.98 | 39.69% | 306,793,894.65 | 38.70% | 0.99% | | Contract Assets | 97,085,803.85 | 14.21% | 118,437,376.87 | 14.94% | -0.73% | | Inventories | 11,786,978.94 | 1.72% | 13,311,209.84 | 1.68% | 0.04% | | Construction in Progress | 133,267,559.49 | 19.50% | 133,267,559.49 | 16.81% | 2.69% | | Short-Term Borrowings | 47,939,240.43 | 7.02% | 44,986,647.13 | 5.67% | 1.35% | | Contract Liabilities | 2,242,443.04 | 0.33% | 4,429,307.16 | 0.56% | -0.23% | | Long-Term Borrowings | 0.00 | 0.00% | 24,538,927.78 | 3.10% | -3.10% | Asset Restrictions as of the End of the Reporting Period | Item | Book Value (CNY) | Type of Restriction | | :--- | :--- | :--- | | Monetary Funds | 11,553,921.85 | Frozen, Sealed | | Intangible Assets | 11,873,423.48 | Mortgage Guarantee | | Accounts Receivable | 150,912,908.04 | Pledge Guarantee | | Investment Properties | 677,829.00 | Mortgage Guarantee | | Construction in Progress | 133,267,559.49 | Mortgage Guarantee | | **Total** | **308,285,641.86** | | [VI. Analysis of Investment Status](index=14&type=section&id=VI.%20Analysis%20of%20Investment%20Status) The company had no significant equity or non-equity investments, with **CNY 215.72 million** in raised funds utilized, but **CNY 30 million** in idle funds were not returned on time, and some projects faced delays or termination - As of June 30, 2025, the company had cumulatively invested **CNY 215.72 million** of non-public offering proceeds into projects[49](index=49&type=chunk) - Idle raised funds of **CNY 30 million** matured on March 14, 2024, and the company is temporarily unable to return them to the special bank account for raised funds on schedule[48](index=48&type=chunk) - The company terminated the "Headquarters Base Construction Project" and will use the returned land payment of **CNY 31.23 million** to permanently supplement working capital[48](index=48&type=chunk) - The "Jiuquan Urban Area Night Tourism Environment Improvement Project" experienced reduced actual settlement amounts and lower gross margins compared to forecasts due to changes in design and engineering scope by the owner[52](index=52&type=chunk)[53](index=53&type=chunk) - The "China Fenghuang Ancient City · Fengxianjing · Forest Hot Spring Art Town Art Landscape Lighting and Ancillary Construction Project" has not yet utilized raised funds for construction due to the construction carrier not being completed, leading to prolonged delays in commencement[52](index=52&type=chunk) [VII. Significant Asset and Equity Disposals](index=19&type=section&id=VII.%20Significant%20Asset%20and%20Equity%20Disposals) The company did not engage in any significant asset or equity disposals during the reporting period - The company did not dispose of significant assets during the reporting period[57](index=57&type=chunk) - The company did not dispose of significant equity during the reporting period[58](index=58&type=chunk) [VIII. Analysis of Major Holding and Participating Companies](index=19&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) The company has no important holding or participating company information to disclose during the reporting period - The company has no important holding or participating company information that should be disclosed during the reporting period[58](index=58&type=chunk) [IX. Structured Entities Controlled by the Company](index=19&type=section&id=IX.%20Structured%20Entities%20Controlled%20by%20the%20Company) The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[59](index=59&type=chunk) [X. Risks Faced by the Company and Countermeasures](index=19&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces market, operational, and financial risks, including demand fluctuations, intense competition, raw material price volatility, and financing pressure, addressed by optimizing customer structure, strengthening R&D, and improving debt collection - Market volatility and competition risks: The lighting engineering industry is affected by government investment, urban renewal policies, and real estate cycles, leading to fluctuating market demand, intense industry competition, and product homogenization[59](index=59&type=chunk) - Countermeasures for market risks: Optimizing customer structure, strengthening market research, increasing R&D investment, enhancing brand building, and expanding market channels[59](index=59&type=chunk)[60](index=60&type=chunk) - Operational risks: Potential risks include raw material price fluctuations and unstable supply chains[60](index=60&type=chunk) - Countermeasures for operational risks: Establishing a stable supply chain system, optimizing inventory management, strengthening cost control, and flexibly adjusting operational strategies[61](index=61&type=chunk) - Financial risks: Facing financing pressure and accounts receivable collection risks, large-scale lighting projects have long collection cycles, leading to increased bad debt provisions[61](index=61&type=chunk) - Countermeasures for financial risks: Expanding financing channels, optimizing financial structure, strengthening contract review, establishing a customer credit rating system, and forming a special debt collection team[61](index=61&type=chunk) [XI. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period](index=20&type=section&id=XI.%20Registration%20Form%20for%20Research%2C%20Communication%2C%20Interview%2C%20and%20Other%20Activities%20During%20the%20Reporting%20Period) The company did not host any research, communication, or interview activities during the reporting period - The company did not host any research, communication, or interview activities during the reporting period[62](index=62&type=chunk) [XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=20&type=section&id=XII.%20Formulation%20and%20Implementation%20of%20Market%20Value%20Management%20System%20and%20Valuation%20Enhancement%20Plan) The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period - The company has not formulated a market value management system[63](index=63&type=chunk) - The company has not disclosed a valuation enhancement plan[63](index=63&type=chunk) [XIII. Implementation of "Quality and Return Dual Enhancement" Action Plan](index=20&type=section&id=XIII.%20Implementation%20of%20%22Quality%20and%20Return%20Dual%20Enhancement%22%20Action%20Plan) The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period - The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan[63](index=63&type=chunk) Section IV Corporate Governance, Environment, and Society [I. Changes in Directors, Supervisors, and Senior Management](index=20&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) The company experienced multiple changes in its directors, supervisors, and senior management during the reporting period, including the election and departure of independent directors and supervisors, and the appointment of a Board Secretary and Vice Presidents due to work transfers Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | 周台 | Independent Director | Elected | 2025 年 01 月 06 日 | Re-election | | 周到 | Independent Director | Term Expired | 2025 年 01 月 06 日 | Re-election | | 侯艳丽 | Supervisor | Elected | 2025 年 01 月 06 日 | Re-election | | 余承诚 | Employee Representative Supervisor | Elected | 2025 年 01 月 06 日 | Re-election | | 杨伟坚 | Employee Representative Supervisor | Term Expired | 2025 年 01 月 06 日 | Re-election | | 李娜娜 | Supervisor | Term Expired | 2025 年 01 月 06 日 | Re-election | | 李海荣 | Board Secretary | Appointed | 2025 年 04 月 25 日 | Work Transfer | | 周家槺 | Vice President | Appointed | 2025 年 04 月 25 日 | Work Transfer | | 周渭根 | Vice President | Appointed | 2025 年 04 月 25 日 | Work Transfer | [II. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period](index=21&type=section&id=II.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20During%20the%20Reporting%20Period) The company plans no cash dividend distribution, bonus shares, or capital reserve conversion to 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[66](index=66&type=chunk) [III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=21&type=section&id=III.%20Implementation%20of%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company did not implement any equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[67](index=67&type=chunk) [IV. Environmental Information Disclosure](index=22&type=section&id=IV.%20Environmental%20Information%20Disclosure) The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[68](index=68&type=chunk) [V. Social Responsibility](index=22&type=section&id=V.%20Social%20Responsibility) The company did not disclose specific social responsibility information during the reporting period - None[68](index=68&type=chunk) Section V Significant Matters [I. Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period](index=23&type=section&id=I.%20Commitments%20Fulfilled%20and%20Overdue%20Unfulfilled%20by%20Actual%20Controller%2C%20Shareholders%2C%20Related%20Parties%2C%20Acquirers%2C%20and%20the%20Company%20During%20and%20as%20of%20the%20End%20of%20the%20Reporting%20Period) The company has an overdue unfulfilled commitment regarding **CNY 30 million** in idle raised funds temporarily used for working capital, which could not be returned on time due to tight liquidity Overdue Unfulfilled Commitments | Commitment Event | Promising Party | Commitment Type | Commitment Date | Commitment Period | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Other Commitments | Company | Commitment to extend the return of idle raised funds and continue to use them for temporary working capital supplementation | 2023 年 03 月 14 日 | 2024 年 3 月 14 日 | Expired, not yet returned | - The company's temporary use of **CNY 30 million** of idle raised funds from non-public stock issuance for working capital has matured, and due to insufficient unrestricted monetary funds for operating activities, it is temporarily unable to return them to the raised funds account[70](index=70&type=chunk) [II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties](index=23&type=section&id=II.%20Non-Operating%20Fund%20Occupation%20by%20Controlling%20Shareholder%20and%20Other%20Related%20Parties) The company reported no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period - The company reported no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period[71](index=71&type=chunk) [III. Irregular External Guarantees](index=24&type=section&id=III.%20Irregular%20External%20Guarantees) The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[72](index=72&type=chunk) [IV. Appointment and Dismissal of Accounting Firms](index=24&type=section&id=IV.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firms) The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[73](index=73&type=chunk) [V. Board of Directors, Supervisory Board, and Audit Committee Explanations on "Non-Standard Audit Report" for the Current Period](index=24&type=section&id=V.%20Board%20of%20Directors%2C%20Supervisory%20Board%2C%20and%20Audit%20Committee%20Explanations%20on%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Current%20Period) This section is not applicable as there was no non-standard audit report for the current reporting period - Not applicable[74](index=74&type=chunk) [VI. Board of Directors' Explanation on "Non-Standard Audit Report" for the Prior Year](index=24&type=section&id=VI.%20Board%20of%20Directors%27%20Explanation%20on%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Prior%20Year) The company's 2024 financial report received an unmodified audit opinion with a material uncertainty paragraph related to going concern, due to net losses, negative accumulated undistributed profits, high debt, overdue debts, and asset freezes, but the company is in pre-reorganization and actively addressing these issues - Zhongxinghua Certified Public Accountants issued an unmodified audit opinion with a material uncertainty paragraph related to going concern for the company's 2024 financial report[74](index=74&type=chunk) - Reasons for uncertainty include a **net loss of CNY 131 million** attributable to parent company shareholders in 2024, accumulated undistributed profits of **-CNY 1.479 billion**, an asset-liability ratio of **87.79%**, overdue debts, frozen bank accounts, and seized assets[74](index=74&type=chunk) - The company remains in pre-reorganization, with all operating activities proceeding normally and orderly; successful reorganization would significantly enhance both its business and financial standing[75](index=75&type=chunk) - Recently, local governments in multiple regions are settling debts through discounted payments or asset-for-debt swaps, positively impacting the company's recovery of long-overdue accounts receivable[75](index=75&type=chunk) [VII. Bankruptcy Reorganization Related Matters](index=24&type=section&id=VII.%20Bankruptcy%20Reorganization%20Related%20Matters) The company initiated pre-reorganization due to a creditor's application, with Shenzhen Intermediate People's Court appointing a pre-reorganization administrator, and Xinyu Lingjiu Investment Management Center (Limited Partnership) selected as the reorganization investor, though court acceptance of reorganization is pending - On May 17, 2024, creditor Zhongshan Guyue Lighting Manufacturing Co., Ltd. applied to the Shenzhen Intermediate People's Court for the company's reorganization and simultaneously requested the initiation of pre-reorganization procedures[76](index=76&type=chunk) - On July 30, 2024, the company received a "Decision" from the Shenzhen Intermediate People's Court to initiate pre-reorganization procedures and appointed Shenzhen Zhengyuan Liquidation Services Co., Ltd. as the pre-reorganization administrator[76](index=76&type=chunk) - On November 25, 2024, the creditors' meeting selected Xinyu Lingjiu Investment Management Center (Limited Partnership) as the primary reorganization investor for the company[77](index=77&type=chunk) - The company has signed a "Pre-reorganization Investment Agreement" with the selected pre-reorganization investor, but has not yet received the court's ruling on accepting the company's reorganization[77](index=77&type=chunk) [VIII. Litigation Matters](index=25&type=section&id=VIII.%20Litigation%20Matters) The company is involved in multiple significant lawsuits and arbitrations, primarily construction contract disputes and equity transfer disputes, with substantial amounts at stake, some of which are in trial or enforcement stages Significant Litigation and Arbitration Matters | Basic Information of Litigation (Arbitration) | Amount Involved (CNY 10,000) | Whether Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | Judgment Enforcement Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Dispute between the company and Ningbo Cultural Tourism Exhibition Group Co., Ltd. regarding performance compensation and deposits from equity transfer | 7,869.12 | No | On June 30, 2025, the first-instance judgment rejected all Mingjiahui's litigation requests | Mingjiahui's request for the defendant to pay equity transfer fees and liquidated damages was not supported by the court | Not applicable | | Construction engineering contract dispute between the company and Foshan Chancheng District Urban Management Comprehensive Service Center | 12,755.23 | No | In pre-trial hearing stage, first-instance appraisal hearing held, case not yet opened for trial | No trial outcome yet | Not applicable | | Construction engineering contract dispute involving Qingdao Xinghe Lighting Engineering Co., Ltd., Qingdao West Coast New Area Urban Management Bureau, and the company | 1,394.13 | Yes | Court has accepted, case opened for trial on August 5 | No trial outcome yet | Not applicable | | Construction engineering contract dispute between the company and Yuqing County Haina Investment Co., Ltd. | 10,860.08 | No | Court has accepted, case opened for trial on July 14 | No trial outcome yet | Not applicable | | Financial loan contract dispute between the company and Industrial Bank | 3,409.86 | Yes | Arbitration award issued on June 16, 2025, effective | Awarded the company to repay loan principal of CNY 32 million plus penalties and compound interest, five guarantors bear joint and several liability | In enforcement | | Construction engineering contract dispute between the company and Shenzhen Nanshan District Urban Management and Comprehensive Law Enforcement Bureau | 1,527.86 | No | Second-instance judgment issued on June 27, 2025: appeal rejected, original judgment upheld | First-instance judgment ordered Nanshan District Urban Management and Comprehensive Law Enforcement Bureau to pay the company project fees of CNY 6,731,478.97 plus interest, other claims rejected | In performance | | Construction engineering contract dispute between the company and Xintai Housing and Urban-Rural Development Bureau | 2,393.13 | No | Effective arbitration award issued on July 9, 2024 | Awarded Xintai Housing and Urban-Rural Development Bureau to pay project fees totaling CNY 13,064,353.74 in five installments | In performance | - The company is involved in **2 lawsuits/arbitrations** as plaintiff, with **CNY 11.26 million** involved; and **16 lawsuits/arbitrations** as defendant, with **CNY 30.78 million** involved, all currently in the trial stage[80](index=80&type=chunk) - Among previously concluded cumulative litigation and arbitration matters, the company was involved in **4 cases** as plaintiff, with **CNY 29.57 million** involved; and **20 cases** as defendant, with **CNY 24.38 million** involved, with some cases still awaiting fulfillment of obligations specified in the rulings[80](index=80&type=chunk)[81](index=81&type=chunk) [IX. Penalties and Rectification](index=28&type=section&id=IX.%20Penalties%20and%20Rectification) The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[82](index=82&type=chunk) [X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=28&type=section&id=X.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) The company's controlling shareholder, Mr. Cheng Zongyu, faced judicial enforcement due to overdue stock pledge financing debts and equity transfer contract disputes, leading to the forced execution of some company shares, with related debts still outstanding, though he is not a dishonest debtor - Controlling shareholder and actual controller Mr. Cheng Zongyu's stock pledge financing business with Shenzhen Hi-Tech Investment Group Co., Ltd. and its subsidiaries experienced overdue debts, leading to judicial enforcement of some of his company shares[83](index=83&type=chunk) - An effective judgment has been issued in the equity transfer contract dispute between Mr. Cheng Zongyu and China Xinxing Group Co., Ltd., requiring Mr. Cheng Zongyu to pay performance compensation and delayed performance interest[83](index=83&type=chunk) - As of the end of this reporting period, Mr. Cheng Zongyu is not a dishonest debtor[83](index=83&type=chunk) - As of the disclosure date of this report, the aforementioned stock pledge financing loans and performance compensation debts related to the equity transfer have not yet been fully repaid[83](index=83&type=chunk) [XI. Significant Related Party Transactions](index=28&type=section&id=XI.%20Significant%20Related%20Party%20Transactions) The company did not engage in any significant related party transactions related to daily operations, asset/equity acquisitions or disposals, joint investments, related party debts, or financial services with affiliated finance companies during the reporting period - The company had no related party transactions related to daily operations during the reporting period[84](index=84&type=chunk) - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[85](index=85&type=chunk) - The company had no related party transactions involving joint external investments during the reporting period[86](index=86&type=chunk) - The company had no related party creditor-debtor relationships during the reporting period[87](index=87&type=chunk) - There were no deposits, loans, credit lines, or other financial transactions between the company and affiliated finance companies, or between the company's controlled finance companies and related parties[88](index=88&type=chunk)[89](index=89&type=chunk) - The company had no other significant related party transactions during the reporting period[90](index=90&type=chunk) [XII. Significant Contracts and Their Performance](index=29&type=section&id=XII.%20Significant%20Contracts%20and%20Their%20Performance) The company had no trusteeship, contracting, or leasing matters. It provided a **CNY 24.5 million** joint liability guarantee for its subsidiary Lu'an Mingjiahui Optoelectronics Technology Co., Ltd., which is fulfilled but represents **157.45%** of the company's net assets. A **CNY 150 million** lighting sales contract with Anhui Jinshengda Bio-electronic Technology Co., Ltd. has not yet recognized revenue - The company had no trusteeship, contracting, or leasing situations during the reporting period[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) Company's Guarantees for Subsidiaries | Guaranteed Party Name | Guaranteed Amount (CNY 10,000) | Actual Occurrence Date | Actual Guaranteed Amount (CNY 10,000) | Guarantee Type | Guarantee Period | Whether Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lu'an Mingjiahui Optoelectronics Technology Co., Ltd. | 2,450 | 2024 年 02 月 09 日 | 2,450 | Joint and several liability guarantee | 3 年 | Yes | - The total actual guaranteed amount accounts for **157.45%** of the company's net assets[96](index=96&type=chunk) Significant Contracts in Ordinary Operations | Company Party Name | Counterparty Name | Total Contract Amount (CNY 100 million) | Contract Performance Progress | Sales Revenue Recognized This Period (CNY 100 million) | Cumulative Sales Revenue Recognized (CNY 100 million) | Accounts Receivable Collection Status | Whether Conditions Affecting Significant Contract Performance Have Changed Significantly | Whether There is Significant Risk of Contract Non-Performance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lu'an Mingjiahui Optoelectronics Technology Co., Ltd. | Anhui Jinshengda Bio-electronic Technology Co., Ltd. | 1.50 | 0 | 0.00 | 0.00 | No | No | No | [XIII. Explanation of Other Significant Matters](index=31&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) The controlling shareholder Mr. Cheng Zongyu's judicially enforced share reduction might lead to a change in actual control, though his equity change did not alter the actual controller. The company responded to the Shenzhen Stock Exchange's annual report inquiry and had its delisting risk warning removed, while continuing other risk warnings - Controlling shareholder Mr. Cheng Zongyu received an effective court judgment regarding contract disputes involving frozen shares, if he is unable to fulfill his obligation to pay performance compensation, it may lead to a change in the company's actual control[100](index=100&type=chunk) - The equity interest of controlling shareholder and actual controller Mr. Cheng Zongyu in the company's shares decreased by **12.30%** due to share reduction, increase in total share capital, judicial enforcement, and judicial auction transfer, but this will not result in a change of the company's controlling shareholder or actual controller[100](index=100&type=chunk) - On April 8, 2025, the company received an annual report inquiry letter from the ChiNext Company Management Department of the Shenzhen Stock Exchange and responded after verification[100](index=100&type=chunk) - The company's shares were suspended for one day starting May 19, 2025, resumed trading on May 20, and had the delisting risk warning removed while continuing to implement other risk warnings[100](index=100&type=chunk) [XIV. Significant Matters of Company Subsidiaries](index=31&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) The company has no significant subsidiary matters to disclose during the reporting period Section VI Share Changes and Shareholder Information [I. Share Change Information](index=32&type=section&id=I.%20Share%20Change%20Information) The company's total share capital remained unchanged, but restricted shares decreased by **77,824,039 shares**, with a corresponding increase in unrestricted shares, mainly due to the release of restricted shares of resigned directors and judicial auction of Chairman Cheng Zongyu's shares Share Change Information | Item | Number Before Change (shares) | Proportion (%) | Increase/Decrease in This Change (＋, －) (shares) | Number After Change (shares) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 119,871,119 | 17.23% | -77,824,039 | 42,047,080 | 6.04% | | II. Unrestricted Shares | 575,725,450 | 82.77% | 77,824,039 | 653,549,489 | 93.96% | | III. Total Shares | 695,596,569 | 100.00% | 0 | 695,596,569 | 100.00% | - All shares held by resigned directors Zhang Jingshi and Yan Jun were released from restrictions, reducing executive restricted shares by a total of **11,449,566 shares**[105](index=105&type=chunk) - Chairman and President Cheng Zongyu's shares were judicially auctioned for **61,157,497 shares**, reducing executive restricted shares by **66,374,473 shares**[105](index=105&type=chunk) [2. Changes in Restricted Shares](index=33&type=section&id=2.%20Changes%20in%20Restricted%20Shares) Restricted shares decreased by **77,824,039 shares**, primarily due to the judicial auction of Chairman Cheng Zongyu's shares and the release of restricted shares held by resigned directors Zhang Jingshi and Yan Jun Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released This Period (shares) | Restricted Shares Increased This Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | 程宗玉 | 107,821,497 | 66,374,473 | 0 | 41,447,024 | Current Director, President, 75% of total shares restricted as executive restricted shares | | 程治文 | 262,556 | 0 | 0 | 262,556 | Current Director, 75% of total shares restricted as executive restricted shares | | 周家槺 | 112,500 | 0 | 0 | 112,500 | Current Director, Senior Management, 75% of total shares restricted as executive restricted shares | | 李海荣 | 225,000 | 0 | 0 | 225,000 | Current Director, Senior Management, 75% of total shares restricted as executive restricted shares | | 张经时 | 11,443,266 | 11,443,266 | 0 | 0 | Resigned Director's restricted shares released after 6 months from the end of original term | | 阎军 | 6,300 | 6,300 | 0 | 0 | Resigned Director, Senior Management's restricted shares released after 6 months from the end of original term | | **Total** | **119,871,119** | **77,824,039** | **0** | **42,047,080** | | [II. Securities Issuance and Listing](index=34&type=section&id=II.%20Securities%20Issuance%20and%20Listing) The company had no securities issuance or listing activities during the reporting period - Not applicable[109](index=109&type=chunk) [III. Number of Shareholders and Shareholding Information](index=34&type=section&id=III.%20Number%20of%20Shareholders%20and%20Shareholding%20Information) As of the reporting period end, the company had **14,884** common shareholders. Controlling shareholder Cheng Zongyu held **10.88%** of shares, all frozen and mostly pledged. China Xinxing Group Co., Ltd. was the second-largest shareholder with **10.72%** - Total number of common shareholders at the end of the reporting period: **14,884**[109](index=109&type=chunk) Shareholding Information 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) | Changes in Shareholding During Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Pledge, Mark, or Freeze Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 程宗玉 | Domestic Natural Person | 10.88% | 75,648,531.00 | -61,157,497.00 | 41,447,024.00 | 34,201,507.00 | Frozen 75,648,531; Pledged 55,296,535 | | 中国新兴集团有限责任公司 | State-owned Legal Person | 10.72% | 74,556,697.00 | 0.00 | 0.00 | 74,556,697.00 | Not applicable 0 | | 张宇 | Domestic Natural Person | 8.36% | 58,157,497.00 | 58,157,497.00 | 0.00 | 58,157,497.00 | Not applicable 0 | - Controlling shareholder Mr. Cheng Zongyu has no related party relationship with the aforementioned shareholders, nor do they constitute persons acting in concert[110](index=110&type=chunk) [IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=36&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, Chairman and President Cheng Zongyu's shareholding decreased by **61,157,497 shares**, with his total shares at period-end being **75,648,531 shares** Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Employment Status | Shares Held at Beginning of Period (shares) | Number of Shares Reduced This Period (shares) | Shares Held at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | 程宗玉 | Chairman, President | Current | 136,806,028 | 61,157,497 | 75,648,531 | [V. Changes in Controlling Shareholder or Actual Controller](index=36&type=section&id=V.%20Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) 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[113](index=113&type=chunk) - The company's actual controller did not change during the reporting period[113](index=113&type=chunk) [VI. Preferred Share Information](index=37&type=section&id=VI.%20Preferred%20Share%20Information) The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[114](index=114&type=chunk) Section VII Bond-Related Information [Bond-Related Information](index=38&type=section&id=Bond-Related%20Information) The company has no bond-related information to disclose during the reporting period - Not applicable[116](index=116&type=chunk) Section VIII Financial Report [I. Audit Report](index=39&type=section&id=I.%20Audit%20Report) The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[118](index=118&type=chunk) [II. Financial Statements](index=39&type=section&id=II.%20Financial%20Statements) This section provides the company's 2025 semi-annual consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, offering a comprehensive view of its financial position, operating results, and cash flows [1. Consolidated Balance Sheet](index=39&type=section&id=1.%20Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's consolidated total assets were **CNY 683.34 million**, total liabilities **CNY 667.50 million**, and total owners' equity attributable to the parent company **CNY 15.56 million**, all showing significant decreases from the beginning of the period Key Data from Consolidated Balance Sheet | Item | Balance at Period-End (CNY) | Balance at Period-Beginning (CNY) | | :--- | :--- | :--- | | Total Assets | 683,344,963.21 | 792,729,388.46 | | Total Liabilities | 667,503,568.44 | 695,974,637.60 | | Total Owners' Equity Attributable to Parent Company | 15,560,055.53 | 96,440,101.87 | [2. Parent Company Balance Sheet](index=41&type=section&id=2.%20Parent%20Company%20Balance%20Sheet) As of June 30, 2025, the parent company's total assets were **CNY 848.32 million**, total liabilities **CNY 650.51 million**, and total owners' equity **CNY 197.81 million**, all showing decreases from the beginning of the period Key Data from Parent Company Balance Sheet | Item | Balance at Period-End (CNY) | Balance at Period-Beginning (CNY) | | :--- | :--- | :--- | | Total Assets | 848,322,173.52 | 947,802,061.15 | | Total Liabilities | 650,508,422.77 | 675,327,014.41 | | Total Owners' Equity | 197,813,750.75 | 272,475,046.74 | [3. Consolidated Income Statement](index=43&type=section&id=3.%20Consolidated%20Income%20Statement) For the first half of 2025, consolidated total operating revenue was **CNY 39.76 million**, a **50.43%** year-on-year decrease. Net profit was a loss of **CNY 80.91 million**, with net profit attributable to parent company shareholders a loss of **CNY 80.88 million**, significantly widening the loss from the prior year Key Data from Consolidated Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 39,757,546.53 | 80,206,916.58 | | Operating Profit | -79,272,560.76 | -19,398,254.66 | | Total Profit | -80,811,014.34 | -14,345,156.20 | | Net Profit | -80,913,356.09 | -14,320,265.90 | | Net Profit Attributable to Parent Company Shareholders | -80,880,046.34 | -14,252,890.52 | [4. Parent Company Income Statement](index=45&type=section&id=4.%20Parent%20Company%20Income%20Statement) For the first half of 2025, parent company operating revenue was **CNY 36.05 million**, a **51.01%** year-on-year decrease. Net profit was a loss of **CNY 74.66 million**, significantly widening the loss from the prior year Key Data from Parent Company Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Operating Revenue | 36,054,737.80 | 73,596,746.55 | | Operating Profit | -73,039,043.61 | -14,662,794.12 | | Total Profit | -74,558,954.24 | -9,705,583.26 | | Net Profit | -74,661,295.99 | -9,680,692.96 | [5. Consolidated Cash Flow Statement](index=47&type=section&id=5.%20Consolidated%20Cash%20Flow%20Statement) For the first half of 2025, net cash flow from operating activities was **-CNY 60.27 million**, a significant deterioration from the prior year's positive inflow. Net increase in cash and cash equivalents was **-CNY 63.03 million** Key Data from Consolidated Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -60,266,851.38 | 5,300,202.59 | | Net Cash Flow from Investing Activities | -107,010.00 | -676,405.19 | | Net Cash Flow from Financing Activities | -2,655,758.96 | -13,011,234.63 | | Net Increase in Cash and Cash Equivalents | -63,029,620.34 | -8,387,437.23 | [6. Parent Company Cash Flow Statement](index=48&type=section&id=6.%20Parent%20Company%20Cash%20Flow%20Statement) For the first half of 2025, parent company net cash flow from operating activities was **-CNY 13.39 million**, and net increase in cash and cash equivalents was **-CNY 13.87 million**, indicating continued deterioration in cash flow Key Data from Parent Company Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -13,392,774.81 | 2,123,997.78 | | Net Cash Flow from Investing Activities | 0.00 | -176,405.19 | | Net Cash Flow from Financing Activities | -476,326.20 | -9,824,371.67 | | Net Increase in Cash and Cash Equivalents | -13,869,101.01 | -7,876,779.08 | [7. Consolidated Statement of Changes in Owners' Equity](index=49&type=section&id=7.%20Consolidated%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the first half of 2025, consolidated total owners' equity decreased by **CNY 80.91 million**, primarily due to a significant reduction in undistributed profits resulting from the net loss for the period Consolidated Changes in Owners' Equity | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Owners' Equity Attributable to Parent Company (Period-End) | 15,560,055.53 | 96,440,101.87 | | Total Comprehensive Income | -80,913,356.09 | -14,320,265.90 | [8. Parent Company Statement of Changes in Owners' Equity](index=53&type=section&id=8.%20Parent%20Company%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the first half of 2025, parent company total owners' equity decreased by **CNY 74.66 million**, primarily due to a reduction in undistributed profits resulting from the net loss for the period Parent Company Changes in Owners' Equity | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Owners' Equity (Period-End) | 197,813,750.75 | 293,871,067.21 | | Total Comprehensive Income | -74,661,295.99 | -9,680,692.96 | [III. Company Basic Information](index=56&type=section&id=III.%20Company%20Basic%20Information) Shenzhen Mingjiahui Technology Co., Ltd., listed in 2016 with **CNY 695.60 million** registered capital, primarily engages in lighting engineering, including design, construction, R&D, production, sales, and energy management, operating within the construction and decoration industry - Shenzhen Mingjiahui Technology Co., Ltd. became a ChiNext listed company on March 15, 2016[152](index=152&type=chunk) - As of December 31, 2024, the company's total issued share capital was **695,596,569 shares**, with a registered capital of **CNY 695,596,569.00**[152](index=152&type=chunk)[153](index=153&type=chunk) - The company primarily engages in lighting engineering business and related services, including lighting engineering design, R&D, production, sales of lighting products, and energy performance contracting[154](index=154&type=chunk) - The company belongs to the construction and decoration industry[154](index=154&type=chunk) [IV. Basis of Financial Statement Preparation](index=57&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) The financial statements are prepared on a going concern basis, adhering to the Ministry of Finance's Accounting Standards for Business Enterprises and CSRC regulations, using the accrual basis and historical cost, with no identified going concern issues - The company's financial statements are prepared on a going concern basis, in accordance with actual transactions and events, and in compliance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and the "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports" (Revised 2023) issued by the China Securities Regulatory Commission[155](index=155&type=chunk) - The company's accounting is based on the accrual method, and except for certain financial instruments, these financial statements are measured at historical cost[155](index=155&type=chunk) - The company assessed its ability to continue as a going concern for 12 months from the end of the reporting period and found no matters affecting its going concern ability[156](index=156&type=chunk) [V. Significant Accounting Policies and Accounting Estimates](index=57&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Accounting%20Estimates) This section details the company's and its subsidiaries' significant accounting policies and estimates, covering business combinations, financial instruments, revenue recognition, asset impairment, and leases, ensuring the financial statements accurately reflect the company's financial position and operating results - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truly and completely reflecting the company's consolidated and parent company financial position as of December 31, 2024, and the consolidated and parent company operating results and cash flows for 2024, among other relevant information[158](index=158&type=chunk) - The company's accounting year adopts the calendar year, from January 1 to December 31 annually, with 12 months constituting an operating cycle[159](index=159&type=chunk)[160](index=160&type=chunk) - The company identifies individual accounts receivable and contract assets exceeding **CNY 3 million** as significant[162](index=162&type=chunk) - The company classifies financial assets based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets into: financial assets measured at amortized cost; financial assets measured at fair value through other comprehensive income; and financial assets measured at fair value through profit or loss[180](index=180&type=chunk) - When contracts with customers simultaneously meet specific conditions, revenue is recognized when the customer obtains control of the related goods, and individual performance obligations within the contract are identified[240](index=240&type=chunk)[242](index=242&type=chunk) - As a lessee, the company recognizes right-of-use assets and lease liabilities for leases other than short-term and low-value asset leases; as a lessor, leases are classified as finance leases and operating leases[258](index=258&type=chunk)[264](index=264&type=chunk) [VI. Taxation](index=85&type=section&id=VI.%20Taxation) The company's main taxes include VAT, urban maintenance and construction tax, and corporate income tax. The company and some subsidiaries enjoy a **15%** corporate income tax rate as high-tech enterprises, while others benefit from tax reductions as small low-profit enterprises Main Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Domestic sales; provision of processing, repair, and maintenance services; construction contracts; provision of tangible asset leasing services | 3%、6%、9%、13% | | Urban Maintenance and Construction Tax | Actual Turnover Tax Paid | 5%、7% | | Corporate Income Tax | Taxable Income | 15%、25% | | Education Surcharge | Actual Turnover Tax Paid | 3% | | Local Education Surcharge | Actual Turnover Tax Paid | 2% | | Property Tax | Tax base is 70% of original property value (or rental income) | 1.2%/12% | - The company (parent company) obtained its high-tech enterprise certificate on November 15, 2023, and is subject to a **15%** corporate income tax rate in 2024[276](index=276&type=chunk) - Holding subsidiary Lu'an Mingjiahui Optoelectronics Technology Co., Ltd. obtained its high-tech enterprise certificate on November 28, 2024, and is subject to a **15%** corporate income tax rate in 2024[276](index=276&type=chunk) - The company's subsidiaries Mingjiang Zhihui, Qingyuan Mingjiahui, Dahua Shenyou, etc., are qualified small low-profit enterprises, enjoying a corporate income tax policy of calculating taxable income at **25%** and paying tax at a **20%** rate[276](index=276&type=chunk) [VII. Notes to Consolidated Financial Statement Items](index=86&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section details the period-end and period-beginning balances and changes for consolidated financial statement items, including monetary funds, accounts receivable, contract assets, inventories, fixed assets, construction in progress, restricted assets, short-term borrowings, accounts payable, other payables, employee compensation, taxes payable, non-current liabilities due within one year, operating revenue and costs, financial expenses, credit impairment losses, and asset impairment losses, reflecting the company's asset-liability structure, operating performance, and cash flow specifics [1. Monetary Funds](index=86&type=section&id=1.%20Monetary%20Funds) Total monetary funds at period-end were **CNY 106.41 million**, down from **CNY 157.89 million** at period-beginning. Restricted monetary funds amounted to **CNY 11.55 million**, primarily frozen bank deposits Composition of Monetary Funds | Item | Balance at Period-End (CNY) | Balance at Period-Beginning (CNY) | | :--- | :--- | :--- | | Cash on Hand | 4,109.68 | 20,991.75 |

深圳市名家汇科技股份有限公司 2025年半年度募集资金存放与使用情况的专项报告 一、募集资金基本情况 （一）实际募集资金金额、资金到位时间 经中国证券监督管理委员会"证监许可[2021]3838 号文"核准，公司于 2021 年 12 月向特定对象非公开发行 40,550,793 股新股。根据公司与特定对象比亚迪 股份有限公司、财通基金管理有限公司、湖南轻盐创业投资管理有限公司-轻盐 智选 18 号私募证券投资基金、UBS AG、兴证全球基金管理有限公司、陈传兴、 董卫国、林金涛、吕强、王赤平、于海恒签署的股份认购协议，每股发行价格 6.30 元，普通股（A 股）最终数量 40,550,793 股，募集资金总额为人民币 255,469,995.90 元，扣除发行费用 8,820,708.22 元后，实际募集资金净额为人民 币 246,649,287.68 元，该募集资金已于 2021 年 12 月 21 日到位。上述资金到位 情况业经容诚会计师事务所（特殊普通合伙）容诚验字[2021]518Z0121 号《验资 报告》验证。公司对募集资金采取了专户存储管理。 （二）募集资金使用及结余情况 截至 2025 年 ...

证券代码：300506 证券简称：ST 名家汇 公告编号：2025-071 深圳市名家汇科技股份有限公司 关于改选第五届董事会非独立董事的公告 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。 深圳市名家汇科技股份有限公司（以下简称"公司"）董事会于近日收到公司 第二大股东中国新兴集团有限责任公司（以下简称"新兴集团"）关于调整董事的 通知，公司第五届董事会非独立董事李太权先生因个人工作岗位变动，将不再在 公司董事会及其专门委员会中任职。 李太权先生在第五届董事会第五次会议召开完成后向董事会递交了辞职报 告，其辞职后将不再担任公司任何职务。李太权先生辞职不会导致董事会成员低 于法定最低人数，其辞职报告自送达董事会时生效。 李太权先生原定任期至公司第五届董事会任期届满之日（2028 年 1 月 6 日）。 截至本公告披露日，李太权先生未持有公司股份，其配偶等关联人未持有公司股 份，不存在应当履行而未履行的承诺事项。 公司于 2025 年 8 月 25 日召开第五届董事会第五次会议，审议通过了《关于 改选第五届董事会非独立董事的议案》。根据控股股东程宗玉先生与新兴集 ...